As filed with the Securities and Exchange Commission on February 11, 2022

No. 333-262053​

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1
to

FORM S-4

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Spring Valley Acquisition Corp.*

(Exact name of registrant as specified in its charter)

Cayman Islands* (State or other jurisdiction of
incorporation or organization) 6770 (Primary Standard Industrial
Classification Code Number) 98-1588588 (I.R.S. Employer
Identification No.)

2100 McKinney Avenue, Suite 1675
Dallas, TX 75201
214-308-5230

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Christopher Sorrells
Chief Executive Officer
2100 McKinney Avenue, Suite 1675
Dallas, TX 75201
214-308-5230

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies of all communications, including communications sent to agent for service, should be sent to:

Matthew Pacey
Lance K. Hancock
Kirkland & Ellis LLP
609 Main Street
Houston, TX 77002
Tel: (713) 836-3600 Jason M. Brauser
James M. Kearney
Stoel Rives LLP
760 SW Ninth Avenue, Suite 3000
Portland, OR 97205
Tel: (503) 224-3380 David C. Lee
John M. Williams III
Evan M. D’Amico
Gibson, Dunn & Crutcher LLP
3161 Michelson Drive
Irvine, CA 92612
Tel: (949) 451-3800

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐

If this Form is filed to registered additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Securities Exchange Act of 1934 (“Exchange Act”).

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
​	​	Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

*

The day prior to the consummation of the Merger, Spring Valley intends to effect a deregistration under the Cayman Islands Companies Act (As Revised) and a domestication under Part XII of the Delaware General Corporation Law, pursuant to which Spring Valley’s jurisdiction of incorporation will be changed from the Cayman Islands to the State of Delaware (the “Domestication”). All securities being registered will be issued by the continuing entity following the Domestication, which continuing entity will be renamed “NuScale Power Corporation” following the Effective Time (as defined in the accompanying Proxy Statement/Prospectus). As used herein, “NuScale Corp” refers to Spring Valley after giving effect to the Transactions.

The information in this preliminary Proxy Statement/Prospectus is not complete and may be changed. These securities may not be issued until the registration statement filed with the United States Securities and Exchange Commission is declared effective. This preliminary Proxy Statement/Prospectus is not an offer to sell these securities and does not constitute the solicitation of offers to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY — SUBJECT TO COMPLETION, DATED FEBRUARY 11, 2022

PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF
SPRING VALLEY ACQUISITION CORP.

PROSPECTUS FOR
23,000,000 SHARES OF CLASS A COMMON STOCK,
11,500,000 WARRANTS TO PURCHASE SHARES OF CLASS A COMMON STOCK AND
11,500,000 SHARES OF CLASS A COMMON STOCK UNDERLYING WARRANTS OF
SPRING VALLEY ACQUISITION CORP. (AFTER ITS DOMESTICATION AS A CORPORATION INCORPORATED IN THE STATE OF DELAWARE AND RENAMING
AS NUSCALE POWER CORPORATION IN CONNECTION WITH THE DOMESTICATION)

The board of directors (the “Spring Valley Board”) of Spring Valley Acquisition Corp., a blank check company incorporated as a Cayman Islands exempted company with limited liability (the “Company,” “Spring Valley,” “we,” “us” or “our”), has unanimously approved (i) the deregistration of Spring Valley under the Cayman Islands Companies Act (As Revised) and a domestication under Part XII of the Delaware General Corporation Law, pursuant to which Spring Valley’s jurisdiction of incorporation will be changed from the Cayman Islands to the State of Delaware (the “Domestication”) and (ii) that certain Agreement and Plan of Merger, dated as of December 13, 2021 (as the same has been or may be amended, modified, supplemented or waived from time to time, the “Merger Agreement”), by and among Spring Valley, NuScale Power, LLC, an Oregon limited liability company (“NuScale LLC”), and Spring Valley Merger Sub, LLC, an Oregon limited liability company (“Merger Sub”), a copy of which is attached to this Proxy Statement/​Prospectus as Annex A. In connection with the transactions contemplated by the Merger Agreement (collectively, the “Transactions”), the Company will be renamed “NuScale Power Corporation” and is referred to herein as “NuScale Corp.”

Upon completion of the Transactions, the combined company will be organized in an “UP-C” structure, which is commonly used by limited liability companies classified as partnerships for United States federal income tax purposes (such as NuScale LLC) that are undertaking a reverse acquisition (such as the Merger (as defined in the accompanying Proxy Statement/Prospectus)). The UP-C structure allows the current equityholders of NuScale LLC (the “NuScale Equityholders”) to retain their equity ownership in NuScale LLC in passthrough form and provides potential future tax benefits and associated cash flow advantages for NuScale Corp and the NuScale Equityholders when they ultimately exchange their NuScale LLC equity for shares of Class A common stock of NuScale Corp (the “NuScale Corp Class A Common Stock”). Upon completion of the Transactions, (i) NuScale Corp will be the sole manager of NuScale LLC, (ii) NuScale LLC will directly or indirectly hold substantially all of the consolidated assets and business of NuScale Corp and (iii) NuScale Corp will consolidate the financial results of NuScale LLC in its combined financial statements. See the section entitled “The Transactions” for more information.

As described in this Proxy Statement/Prospectus, Spring Valley’s shareholders are being asked to consider and vote upon (among other things) the Merger, the Domestication and the other proposals set forth herein.

The accompanying prospectus covers 23,000,000 shares of NuScale Corp Class A Common Stock, 11,500,000 warrants to purchase NuScale Corp Class A Common Stock and 11,500,000 shares of NuScale Corp Class A Common Stock issuable upon exercise of those warrants.

Spring Valley’s Units, Public Shares and Spring Valley Public Warrants (each as defined in the accompanying Proxy Statement/Prospectus) are currently listed on the Nasdaq Capital Market LLC (“Nasdaq”) under the symbols “SVSVU,” “SV” and “SVSVW,” respectively. Spring Valley intends to apply for listing, to be effective upon consummation of the Transactions, of NuScale Corp Class A Common Stock and warrants to purchase NuScale Corp Class A Common Stock on Nasdaq under the proposed symbols “SMR” and “SMRWS,” respectively.

This Proxy Statement/Prospectus provides you with detailed information about the Transactions and other matters to be considered at the Special Meeting. We urge you to carefully read this entire document and the documents incorporated herein by reference. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 47 of this Proxy Statement/Prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the transactions described in this Proxy Statement/Prospectus, passed upon the merits or fairness of the Merger Agreement or the Transactions contemplated thereby, or passed upon the adequacy or accuracy of this Proxy Statement/Prospectus. Any representation to the contrary is a criminal offense.

This Proxy Statement/Prospectus is dated           , 2022, and is first being mailed to Spring Valley’s shareholders on or about           , 2022.

SPRING VALLEY ACQUISITION CORP.

A Cayman Islands Exempted Company
2100 McKinney Avenue, Suite 1675
Dallas, TX 75201

NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON                 , 2022

TO THE SHAREHOLDERS OF SPRING VALLEY ACQUISITION CORP.:

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “Special Meeting”) of Spring Valley Acquisition Corp., a Cayman Islands exempted company (“Spring Valley,” “we,” “us” or “our”), will be held at           a.m., Central Time, on           , 2022. For the purposes of Spring Valley’s Amended and Restated Memorandum and Articles of Association (the “Existing Organizational Documents”), the physical place of the meeting will be at the offices of Kirkland & Ellis LLP located at 609 Main Street, Suite 4700, Houston, TX 77002, and via a virtual meeting at           , unless the Special Meeting is adjourned. In light of the novel coronavirus pandemic (“COVID-19”) and to support the well-being of Spring Valley’s shareholders, directors and officers, Spring Valley encourages you to use remote methods of attending the Special Meeting or to attend via proxy. You may attend the Special Meeting and vote your shares electronically during the Special Meeting via live webcast by visiting           . You will need the meeting control number that is printed on your proxy card to enter the Special Meeting. You may also attend the meeting telephonically by dialing           . You are cordially invited to attend the Special Meeting, which will be held for the following purposes:

Proposal No. 1 — The Merger Agreement Proposal — to consider and vote upon a proposal to approve by ordinary resolution under the Cayman Islands Companies Act and adopt that certain Agreement and Plan of Merger, dated as of December 13, 2021 (as the same has been or may be amended, modified, supplemented or waived from time to time, the “Merger Agreement”), by and among Spring Valley, Spring Valley Merger Sub, LLC, an Oregon limited liability company (“Merger Sub”), and NuScale Power, LLC, an Oregon limited liability company (“NuScale LLC”), a copy of which is attached to this Proxy Statement/​Prospectus as Annex A. The Merger Agreement provides for, among other things, the following transactions (collectively, the “Transactions”):

(i)   the Domestication (as defined below) and, in connection with the Domestication,

(A)   Spring Valley’s name will be changed to “NuScale Power Corporation” ​(“NuScale Corp”),

(B)   each outstanding Class A ordinary share, par value $0.0001, of Spring Valley (each, a “Spring Valley Class A ordinary share”) will convert into one share of Class A common stock of NuScale Corp (the “NuScale Corp Class A Common Stock”) as a result of the Domestication,

(C)   each outstanding Class B ordinary share, par value $0.0001, of Spring Valley (each, a “Spring Valley Class B ordinary share”) will convert into one Spring Valley Class A ordinary share immediately prior to the Domestication, which will then automatically convert by operation of law into one share of NuScale Corp Class A Common Stock as a result of the Domestication,

(D)   each outstanding warrant to purchase one Spring Valley Class A ordinary share will convert into a warrant to purchase one share of NuScale Corp Class A Common Stock, and

(E)   NuScale Corp will file its initial certificate of incorporation and adopt bylaws to serve as its governing documents in connection with the Domestication;

(ii)   Merger Sub will merge with and into NuScale LLC, with NuScale LLC as the surviving entity in the merger (the “Merger”);

(iii)   at the effective time of the Merger (the “Effective Time”), NuScale LLC’s existing limited liability company agreement (the “Existing NuScale LLCA”) will be amended and restated (such new agreement, the “A&R NuScale LLC Agreement”) and, in connection therewith, (A) each preferred unit

i

of NuScale LLC will be re-classified into a certain number of common units of NuScale LLC, and immediately after such re-classification (B) all NuScale LLC common units will be re-classified into 177,782,129 non-voting Class B common units (each, a “NuScale LLC Class B Unit”);

(iv)   NuScale Corp will issue to each of the NuScale Equityholders (as defined below) one share of voting, non-economic Class B common stock, par value $0.0001 per share, of NuScale Corp (the “NuScale Corp Class B Common Stock”) for each NuScale LLC Class B Unit held by such NuScale Equityholder;

(v)   each option to purchase a NuScale LLC common unit (a “NuScale Option”) will be converted into an economically equivalent number of options to purchase shares of NuScale Corp Class A Common Stock based on the Exchange Ratio (as defined in the accompanying Proxy Statement/​Prospectus) with the same aggregate exercise price, terms and conditions (including vesting and exercisability terms) as were applicable to the NuScale Option immediately prior to the Effective Time; and

(vi)   Spring Valley will contribute, without duplication, an amount equal to (A) the amount of cash in the Trust Account (the “Trust Account”) established by Spring Valley with the proceeds from its initial public offering as of immediately prior to the closing of the Merger (the “Closing”) (and before, for the avoidance of doubt, giving effect to the exercise of redemption rights by any Spring Valley shareholders (the “Spring Valley Share Redemptions”)), plus (B) all other cash and cash equivalents of Spring Valley, minus (C) the aggregate amount of cash proceeds that will be required to satisfy the Spring Valley Share Redemptions, plus (D) the aggregate cash proceeds actually received in respect of the PIPE Investment (as defined below), and minus (E) any Transaction Expenses (as defined in the Merger Agreement) in excess of $43,000,000 in the aggregate. We refer to this Proposal No. 1 as the “Merger Agreement Proposal.”

Proposal No. 2 — The Domestication Proposal — to consider and vote upon a proposal to approve, by special resolution under the Cayman Islands Companies Act, assuming the Merger Agreement Proposal is approved and adopted, the change of Spring Valley’s jurisdiction of incorporation from the Cayman Islands to the State of Delaware by deregistering as an exempted company in the Cayman Islands and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware (the “Domestication”). We refer to this Proposal No. 2 as the “Domestication Proposal.”

Proposal No. 3 — The Organizational Documents Proposal — to approve and adopt by special resolution under the Cayman Islands Companies Act, assuming the Merger Agreement Proposal and the Domestication Proposal are approved and adopted, the proposed new certificate of incorporation (the “Proposed Charter”) and bylaws (the “Proposed Bylaws,” and, together with the Proposed Charter, the “Proposed Organizational Documents”) of NuScale Corp, the post-Domestication company, which, if approved, would take effect at the time of the Domestication. We refer to this proposal No. 3 as the “Organizational Documents Proposal.”

Proposal No. 4 — The Advisory Charter Proposal — to approve, on a non-binding advisory basis, certain governance provisions in the Proposed Charter, which are being presented separately in accordance with guidance from the United States Securities and Exchange Commission (the “SEC”) to give shareholders the opportunity to present their separate views on important corporate governance provisions, including the sub-proposals below. We refer to this Proposal No. 4, collectively, as the “Advisory Charter Proposal.”

Advisory Charter Proposal 4A — to increase the authorized share capital from 331,000,000 shares, divided into 300,000,000 Spring Valley Class A ordinary shares, 30,000,000 Spring Valley Class B ordinary shares, and 1,000,000 preferred shares, par value $0.0001 per share (the “Spring Valley preferred shares”), to authorized capital stock of 511,000,000 shares, consisting of (i) 332,000,000 shares of NuScale Corp Class A Common Stock, (ii) 178,000,000 shares of NuScale Corp Class B Common Stock (together with the NuScale Corp Class A Common Stock, the “NuScale Corp Common Stock”) and (iii) 1,000,000 shares of preferred stock of NuScale Corp (“NuScale Corp Preferred Stock”);

Advisory Charter Proposal 4B — to provide that the approval of holders of a majority, or sixty-six and two-thirds percent (66 2/3%) for certain amendments, of the outstanding shares of each class of NuScale Corp Common Stock shall be required to amend the Proposed Charter;

ii

Advisory Charter Proposal 4C — to provide for (i) the election of directors by a plurality of the votes cast by the stockholders present in person or represented by proxy at the meeting and entitled to vote thereon, voting together as a single class, (ii) the filling of newly-created directorships or any vacancy on the board of directors of NuScale Corp (the “NuScale Corp Board”) by a majority vote of the remaining directors then in office, even if less than a quorum, and not by the stockholders and (iii) the removal of directors from the NuScale Corp Board with or without cause and only upon the affirmative vote of the holders of a majority in voting power of all the then outstanding shares of stock entitled to vote generally in the election of directors, voting together as a single class;

Advisory Charter Proposal 4D — to provide that the Court of Chancery of the State of Delaware or, if such court does not have subject matter jurisdiction thereof, another state or federal court located within the State of Delaware, shall be the exclusive forum for certain actions and claims;

Advisory Charter Proposal 4E — to provide that each holder of record of NuScale Corp Class A Common Stock and NuScale Corp Class B Common Stock shall be entitled to one vote per share on all matters which stockholders generally are entitled to vote;

Advisory Charter Proposal 4F — to provide that (i) each holder of record of NuScale Corp Class A Common Stock shall be entitled to receive such dividends and other distributions on the NuScale Corp Class A Common Stock as may from time to time be declared by the NuScale Corp Board, subject to the rights, if any, of the holders of any outstanding series of preferred stock or any class or series of stock having a preference senior to or the right to participate with the NuScale Corp Class A Common Stock with respect to the payment of dividends; and (ii) each holder of record of NuScale Corp Class B Common Stock shall not be entitled to receive dividends and other distributions, other than their respective par values in connection with the dissolution, liquidation, winding up or sales of all or substantially all of NuScale Corp;

Advisory Charter Proposal 4G — to eliminate various provisions in Spring Valley’s Amended and Restated Memorandum and Articles of Association (the “Existing Organizational Documents”) applicable only to blank check companies, including the provisions requiring that Spring Valley have net tangible assets of at least $5,000,001 immediately prior to, or upon such consummation of, a business combination; and

Advisory Charter Proposal 4H — to provide that no transfer of NuScale Corp Class B Common Stock may be made unless the transferor also transfers an equal number of NuScale LLC Class B Units in accordance with the terms and subject to the conditions of the A&R NuScale LLC Agreement.

Proposal No. 5 — The Nasdaq Proposal — to consider and vote upon a proposal to approve by ordinary resolution under the Cayman Islands Companies Act, assuming the Merger Agreement Proposal, the Domestication Proposal and the Organizational Documents Proposal are approved and adopted, for the purposes of complying with the applicable provisions of Nasdaq Listing Rule 5635, the issuance of (a) shares of NuScale Corp Class A Common Stock to the PIPE Investors (as defined below) pursuant to Subscription Agreements (as defined below) and (b) shares of NuScale Corp Class A Common Stock and NuScale Corp Class B Common Stock (i) pursuant to the terms of the Merger Agreement and (ii) upon the exchange of the NuScale LLC Class B Units pursuant to the A&R NuScale LLC Agreement. We refer to this Proposal No. 5 as the “Nasdaq Proposal.”

Proposal No. 6 — The Director Election Proposal — for the holders of Spring Valley Class B ordinary shares to consider and vote upon a proposal under the Cayman Islands Companies Act to elect John L. Hopkins, Alan L. Boeckmann, Alvin C. Collins, III, James T. Hackett, Kent Kresa, Christopher J. Panichi, Kimberly O. Warnica, and Christopher Sorrells, in each case, to serve as directors until their respective successors are duly elected and qualified, or until their earlier death, resignation or removal. We refer to this Proposal No. 6 as the “Director Election Proposal.”

Proposal No. 7 — The Long-Term Incentive Plan Proposal — to consider and vote upon a proposal to approve by ordinary resolution under the Cayman Islands Companies Act, assuming the Merger Agreement Proposal, the Domestication Proposal, the Organizational Documents Proposal and the Nasdaq Proposal are approved and adopted, the 2022 Long-Term Incentive Plan, a copy of which is attached to this Proxy Statement/Prospectus as Annex E. We refer to this Proposal No. 7 as the “Long-Term Incentive Plan Proposal”

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and, collectively with the Merger Agreement Proposal, the Domestication Proposal, the Organizational Documents Proposal, the Nasdaq Proposal and the Director Election Proposal, the “Condition Precedent Proposals.”

Proposal No. 8 — The Adjournment Proposal — to consider and vote upon a proposal to approve by ordinary resolution under the Cayman Islands Companies Act the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, any of the Condition Precedent Proposals would not be duly approved and adopted by our shareholders or we determine that one or more of the closing conditions under the Merger Agreement is not satisfied or waived. We refer to this Proposal No. 8 as the “Adjournment Proposal.”

Only holders of record of Spring Valley Class A ordinary shares and Spring Valley Class B ordinary shares (collectively, “Spring Valley ordinary shares”) at the close of business on           , 2022 are entitled to notice of and to vote and have their votes counted at the Special Meeting and any adjournment of the Special Meeting.

The resolutions to be voted upon in person or by proxy at the Special Meeting relating to the above proposals are set forth in the Proxy Statement/Prospectus sections entitled “Proposal No. 1 — The Merger Agreement Proposal,” “Proposal No. 2 — The Domestication Proposal,” “Proposal No. 3 — The Organizational Documents Proposal,” “Proposal No. 4 — The Advisory Charter Proposal,” “Proposal No. 5 — The Nasdaq Proposal,” “Proposal No. 6 — The Director Election Proposal,” “Proposal No. 7 — The Long-Term Incentive Plan Proposal” and “Proposal No. 8 — The Adjournment Proposal,” respectively.

We will provide you with the Proxy Statement/Prospectus and a proxy card in connection with the solicitation of proxies to be voted at the Special Meeting and at any adjournment of the Special Meeting. Whether or not you plan to attend the Special Meeting, we urge you to read, when available, the Proxy Statement/​Prospectus (and any documents incorporated into the Proxy Statement/Prospectus by reference) carefully. Please pay particular attention to the section entitled “Risk Factors.”

After careful consideration, the board of directors of Spring Valley (the “Spring Valley Board”) has determined that each of the Merger Agreement Proposal, the Domestication Proposal, the Organizational Documents Proposal, the Advisory Charter Proposal, the Nasdaq Proposal, the Director Election Proposal, the Long-Term Incentive Plan Proposal and the Adjournment Proposal are in the best interests of Spring Valley and its shareholders and unanimously recommends that you vote or give instruction to vote “FOR” each of those proposals.

The existence of financial and personal interests of Spring Valley’s directors may result in a conflict of interest on the part of one or more of the directors between what he, she or they may believe is in the best interests of Spring Valley and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. See the section entitled “The Merger Agreement Proposal — Interests of Spring Valley Directors and Officers in the Transactions”in the Proxy Statement/Prospectus for a further discussion.

Under the Merger Agreement, the approval of each of the Condition Precedent Proposals is a condition to the consummation of the Merger. The adoption of each Condition Precedent Proposal is conditioned on the approval of all of the Condition Precedent Proposals. The Advisory Charter Proposal and the Adjournment Proposal are not conditioned on the approval of any other proposal. If our shareholders do not approve each of the Condition Precedent Proposals, the Transactions will not be consummated.

In connection with our initial public offering, on November 23, 2020, our sponsor, Spring Valley Acquisition Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), and our officers and directors at the time of our initial public offering entered into a letter agreement (the “Spring Valley Letter Agreement”) pursuant to which they agreed, among other things, to vote their Spring Valley Class B ordinary shares purchased prior to our initial public offering (the “Spring Valley Founder Shares”), as well as any Spring Valley Class A ordinary shares sold by us in our initial public offering (“Public Shares”) and purchased by them during or after our initial public offering, in favor of Spring Valley’s initial business combination (including the proposals recommended by the Spring Valley Board in connection with such business combination). Accordingly, we expect them to vote their shares in favor of all proposals being presented at

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the Special Meeting. As of the date hereof, our Initial Shareholders own 20.0% of our total outstanding ordinary shares. In addition, SV Acquisition Sponsor Sub, LLC, a Delaware limited liability company (the “Sponsor Sub”), and Spring Valley and each of our directors entered into certain support agreements, dated December 13, 2021 (as may be amended from time to time, the “Support Agreements”), with NuScale LLC, pursuant to which, among other things, the Sponsor Sub and such directors agreed to vote all of their respective Spring Valley ordinary shares (subject to certain exceptions) in favor of the approval and adoption of the Transactions. Further, on December 13, 2021, Spring Valley, Sponsor Sub and NuScale LLC entered into the Sponsor Letter Agreement (the “Sponsor Letter Agreement”) pursuant to which the parties thereto agreed to, among other things, (i) certain forfeiture terms with respect to up to 35% of the NuScale Corp Class A Common Stock owned by such parties if Closing Acquiror Cash is less than $432 million, (ii) certain vesting and forfeiture terms with respect to up to 35% of NuScale Corp Class A Common Stock beneficially owned by the Sponsor Sub immediately following the Closing, (iii) not transfer, assign or sell any securities held by them subject to the lock-up provisions described therein or exercise any of their Spring Valley Warrants until the expiration of a certain applicable lock-up period (such lock-up provisions apply also to certain permitted transferees of the Sponsor Sub) and (iv) extend the May 27, 2022 deadline by which Spring Valley must complete an initial business combination by six months to November 27, 2022 upon Sponsor Sub’s purchase of 2,300,000 additional Spring Valley Warrants for $2,300,000.

Pursuant to Spring Valley’s Existing Organizational Documents, a holder of Public Shares (“Public Shareholder”) may request that Spring Valley redeem all or a portion of its Public Shares (which would otherwise become shares of NuScale Corp Class A Common Stock in the Domestication) for cash if the Merger is consummated. For the purposes of Article 49.5 of the Existing Organizational Documents and the Companies Law (2021 Revision) of the Cayman Islands, the exercise of redemption rights shall be treated as an election to have such Public Shares repurchased for cash. You will be entitled to receive cash for any Public Shares to be redeemed only if you:

(i)   (a) hold Public Shares or (b) hold Units (as defined herein) and you elect to separate your Units into the underlying Public Shares and Spring Valley Public Warrants prior to exercising your redemption rights with respect to the Public Shares; and

(ii)   prior to      p.m., Central Time, on                 , 2022, (a) submit a written request to Continental Stock Transfer & Trust Company, Spring Valley’s transfer agent (the “transfer agent” or “Continental”), that Spring Valley redeem your Public Shares for cash and (b) deliver your Public Shares to the transfer agent, physically or electronically through The Depository Trust Company (“DTC”).

Holders of Units must elect to separate the underlying Public Shares and Spring Valley Public Warrants prior to exercising redemption rights with respect to the Public Shares underlying such Units. If holders hold their Units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the Units into the underlying Public Shares and Spring Valley Public Warrants, or if a holder holds Units registered in its own name, the holder must contact the transfer agent, directly and instruct it to do so. Public Shareholders may elect to redeem all or a portion of their Public Shares even if they vote for the Merger Agreement Proposal. If the Merger is not consummated, the Public Shares will not be redeemed for cash. If a Public Shareholder properly exercises its right to redeem its Public Shares and timely delivers its shares to the transfer agent, we will redeem each Public Share for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the Merger, including interest earned on the Trust Account, less income taxes payable, divided by the number of then issued and outstanding Public Shares. For illustrative purposes, as of September 30, 2021, there was approximately $232,316,486 on deposit in the Trust Account, which would have amounted to approximately $10.10 per Spring Valley Class A ordinary share. If a Public Shareholder exercises its redemption rights, then it will be exchanging its redeemed Public Shares for cash and will no longer own such shares. See “The Extraordinary General Meeting — Redemption Rights” in the Proxy Statement/Prospectus when it becomes available for a detailed description of the procedures to be followed if you wish to redeem your Public Shares for cash.

Notwithstanding the foregoing, a Public Shareholder, together with any affiliate of such Public Shareholder or any other person with whom such Public Shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (“Exchange Act”)), will

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be restricted from redeeming its Public Shares with respect to more than an aggregate of 15% of the Public Shares. Accordingly, if a Public Shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the Public Shares, then any such shares in excess of that 15% limit would not be redeemed for cash.

Pursuant to the Merger Agreement, following consummation of the Transactions, the current equityholders of NuScale LLC (the “NuScale Equityholders”) will hold 177,782,129 non-voting, economic NuScale LLC Class B Units and 177,782,129 voting, non-economic shares of NuScale Corp Class B Common Stock, which are collectively exchangeable for 177,782,129 voting, economic shares of NuScale Corp Class A Common Stock and have, together with the value of all NuScale Options, a stipulated value of $1.875 billion that was agreed upon by Spring Valley and NuScale LLC in the Merger Agreement. In addition to the consideration described above, each NuScale Equityholder may have the right to receive certain payments from NuScale Corp under the Tax Receivable Agreement (as defined below).

Following consummation of the Merger, NuScale Corp will be a “controlled company” within the meaning of the Nasdaq listing rules and, as a result, will qualify for, and intends to rely on, exemptions from certain corporate governance requirements. See “Management of NuScale Prior to and Following the Transactions — Controlled Company Exemption.”

The closing of the Transactions is subject to certain conditions, including, among other things: (i) the approval of the Condition Precedent Proposals by Spring Valley’s shareholders; (ii) the approval of the Transaction by members of NuScale LLC; (iii) the completion of the Domestication by Spring Valley in accordance with Section 388 of the Delaware General Corporation Law (the “DGCL”) and the Companies Law (2021 Revision) of the Cayman Islands; (iv) Closing Acquiror Cash (as defined below) of at least $200,000,000 at the Closing; (v) covenant and representation and warranty bring down conditions; (vi) the absence of a material adverse effect on the respective parties; (vii) the execution of the Tax Receivable Agreement by NuScale Corp, NuScale LLC and the NuScale Equityholders; and (viii) the listing of NuScale Corp Class A Common Stock to be issued in the Transactions on Nasdaq. To the extent permitted by law, the conditions in the Merger Agreement may be waived by the parties thereto.

As used herein, “Closing Acquiror Cash” means, without duplication, an amount equal to (a) the funds contained in the Trust Account as of immediately prior to the Closing; plus (b) all other cash and cash equivalents of Spring Valley as of immediately prior to the Closing; minus (c) the aggregate amount of cash proceeds that will be required to satisfy the redemption of any shares of Spring Valley Class A ordinary shares (to the extent not already paid); plus (d) the aggregate proceeds of the PIPE Investment (as defined below) that is actually paid to Spring Valley at or prior to the Closing; minus (e) any Transaction Expenses (as defined in the Merger Agreement) in excess of $43,000,000 in the aggregate.

In connection with entering into the Merger Agreement, Spring Valley entered into subscription agreements (as amended from time to time, the “Subscription Agreements”), each dated as of December 13, 2021, with certain institutional and other accredited investors (the “PIPE Investors”), pursuant to which, among other things, the PIPE Investors agreed to purchase an aggregate of 21,300,002 shares of NuScale Corp Class A Common Stock immediately prior to the Closing at an aggregate cash purchase price of $211,000,000 (the “PIPE Investment”). The Subscription Agreements contain customary representations, warranties, covenants and agreements of Spring Valley and the PIPE Investors and are subject to customary closing conditions (including, without limitation, that there is no amendment or modification to the Merger Agreement that is material and adverse to the PIPE Investor) and termination rights (including a termination right if the transaction contemplated by the Subscription Agreement has not been consummated by June 19, 2022 (which date is 30 days following the Termination Date under the Merger Agreement), other than as a result of breach by the terminating party).

All Spring Valley shareholders are cordially invited to attend the Special Meeting. To ensure your representation at the Special Meeting, however, you are urged to complete, sign, date and return the proxy card accompanying the Proxy Statement/Prospectus as soon as possible. If you are a shareholder of record holding ordinary shares, you may also cast your vote in person at the Special Meeting. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares or, if you wish to attend the Special Meeting and vote in person, obtain a proxy from your broker

vi

or bank. If you do not vote or do not instruct your broker or bank how to vote, your failure to vote will have no effect on the vote count for the proposals to be voted on at the Special Meeting.

Your vote is important regardless of the number of shares you own. Whether you plan to attend the Special Meeting or not, please sign, date and return the proxy card accompanying the Proxy Statement/​Prospectus as soon as possible in the envelope provided. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.

If you have any questions or need assistance voting your ordinary shares, please contact           , our proxy solicitor, by calling           , or banks and brokers can call collect at           .

Thank you for your participation. We look forward to your continued support.

, 2022	By Order of the Board of Directors,
​	William Quinn Chairman of the Board of Directors

vii

IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS. TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST (I) IF YOU HOLD SPRING VALLEY CLASS A ORDINARY SHARES THROUGH UNITS, ELECT TO SEPARATE YOUR UNITS INTO THE UNDERLYING SPRING VALLEY CLASS A ORDINARY SHARES AND SPRING VALLEY PUBLIC WARRANTS PRIOR TO EXERCISING YOUR REDEMPTION RIGHTS WITH RESPECT TO THE PUBLIC SHARES UNDERLYING SUCH UNITS, (II) SUBMIT A WRITTEN REQUEST TO THE TRANSFER AGENT, THAT YOUR PUBLIC SHARES BE REDEEMED FOR CASH, AND (III) DELIVER YOUR SPRING VALLEY CLASS A ORDINARY SHARES TO THE TRANSFER AGENT, PHYSICALLY OR ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM, IN EACH CASE IN ACCORDANCE WITH THE PROCEDURES AND DEADLINES DESCRIBED IN THIS PROXY STATEMENT/​PROSPECTUS. IF THE TRANSACTIONS ARE NOT CONSUMMATED, THEN THE PUBLIC SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE “THE EXTRAORDINARY GENERAL MEETING — REDEMPTION RIGHTS” IN THE PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE FOR MORE SPECIFIC INSTRUCTIONS.

This notice was mailed by Spring Valley on                 , 2022.

viii

TABLE OF CONTENTS

ADDITIONAL INFORMATION	1
TRADEMARKS	2
SELECTED DEFINITIONS	3
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS	7
QUESTIONS AND ANSWERS ABOUT THE TRANSACTIONS AND THE EXTRAORDINARY GENERAL MEETING	10
SUMMARY	28
SUMMARY UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION	44
MARKET PRICE, TICKER SYMBOL AND DIVIDEND INFORMATION	46
RISK FACTORS	47
INFORMATION ABOUT THE PARTIES TO THE MERGER AGREEMENT	84
THE TRANSACTIONS	85
THE EXTRAORDINARY GENERAL MEETING	115
PROPOSAL NO. 1 — THE MERGER AGREEMENT PROPOSAL	123
PROPOSAL NO. 2 — THE DOMESTICATION PROPOSAL	127
PROPOSAL NO. 3 — THE ORGANIZATIONAL DOCUMENTS PROPOSAL	133
PROPOSAL NO. 4 — THE ADVISORY CHARTER PROPOSAL	134
PROPOSAL NO. 5 — THE NASDAQ PROPOSAL	143
PROPOSAL NO. 6 — THE DIRECTOR ELECTION PROPOSAL	145
PROPOSAL NO. 7 — THE LONG-TERM INCENTIVE PLAN PROPOSAL	147
PROPOSAL NO. 8 — THE ADJOURNMENT PROPOSAL	156
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS	157
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION	170
INFORMATION ABOUT SPRING VALLEY	181
BUSINESS OF NUSCALE LLC	197
SPRING VALLEY’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	213
NUSCALE LLC’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	218
EXECUTIVE COMPENSATION	227
MANAGEMENT OF NUSCALE PRIOR TO AND FOLLOWING THE TRANSACTIONS	236
BENEFICIAL OWNERSHIP OF THE SECURITIES BEFORE THE TRANSACTIONS	245
BENEFICIAL OWNERSHIP OF THE SECURITIES AFTER THE TRANSACTIONS	248
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	251
COMPARISON OF CORPORATE GOVERNANCE AND SHAREHOLDER RIGHTS	261
DESCRIPTION OF NUSCALE CORP’S CAPITAL STOCK	264
SECURITIES ACT RESTRICTIONS ON RESALE OF COMMON STOCK	278
APPRAISAL RIGHTS	279
SHAREHOLDER PROPOSALS AND NOMINATIONS	280
SHAREHOLDER COMMUNICATIONS	281
LEGAL MATTERS	282
HOUSEHOLDING OF PROXY MATERIALS	282
EXPERTS	282

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ENFORCEABILITY OF CIVIL LIABILITY	282
TRANSFER AGENT AND REGISTRAR	282
WHERE YOU CAN FIND MORE INFORMATION	283
INDEX TO FINANCIAL STATEMENTS	F-1
PART II INFORMATION NOT REQUIRED IN PROSPECTUS	II-1
ANNEX A AGREEMENT AND PLAN OF MERGER	A-1
ANNEX A-I MERGER AGREEMENT AMENDMENT	A-I-1
ANNEX B AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF SPRING VALLEY ACQUISITION CORP.	B-1
ANNEX C FORM OF CERTIFICATE OF INCORPORATION OF NUSCALE POWER CORPORATION	C-1
ANNEX D FORM OF BYLAWS OF NUSCALE POWER CORPORATION	D-1
ANNEX E 2022 LONG-TERM INCENTIVE PLAN	E-1
ANNEX F FORM OF SUBSCRIPTION AGREEMENT	F-1
ANNEX G SUPPORT AGREEMENT	G-1
ANNEX H SPONSOR LETTER AGREEMENT	H-1
ANNEX I FORM OF REGISTRATION RIGHTS AGREEMENT	I-1
ANNEX J FORM OF TAX RECEIVABLE AGREEMENT	J-1
ANNEX K AMENDED AND RESTATED NUSCALE LLC AGREEMENT	K-1
ANNEX L WARRANT AGREEMENT	L-1

x

ADDITIONAL INFORMATION

If you have questions about the Transactions or the Special Meeting, or if you need to obtain copies of the enclosed Proxy Statement/Prospectus, proxy card or other documents incorporated by reference in the Proxy Statement/Prospectus, you may contact Spring Valley’s proxy solicitor listed below. You will not be charged for any of the documents you request.

MacKenzie Partners, Inc.
1407 Broadway, 27th Floor
New York, New York 10018
Shareholders may call toll free: (800) 322-2885
Banks and Brokers may call collect: (212) 929-5500

In order for you to receive timely delivery of the documents in advance of the Special Meeting to be held on           , 2022, you must request the information no later than five business days prior to the date of the Special Meeting, by           , 2022.

You should rely only on information contained in or incorporated by reference into this document. No one has been authorized to provide you with information that is different from the information contained in or incorporated by reference into this document. This document is dated           , 2022. You should not assume that the information contained in, or incorporated by reference into, this document is accurate as of any date other than that date. Neither our mailing of this document to Spring Valley shareholders, nor the issuance of equity by Spring Valley in connection with the Transactions subsequent to that date, will create any implication to the contrary. For a more detailed description of the information incorporated by reference in the enclosed Proxy Statement/Prospectus and how you may obtain it, see the section captioned “Where You Can Find More Information” beginning on page 272 of the enclosed Proxy Statement/Prospectus.

1

TRADEMARKS

NuScale Power, LLC, its logo, and its other registered and common law trade names, trademarks and service marks, including NuScale Power Module™, VOYGR™ and Triple Crown For Nuclear Plant Safety™, are the property of NuScale Power, LLC.

This document contains references to trademarks and service marks belonging to other entities. Solely for convenience, trademarks and trade names referred to in this Proxy Statement/Prospectus may appear without the ® or ™ symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

2

SELECTED DEFINITIONS

When used in this Proxy Statement/Prospectus, unless the context otherwise requires:

•

“A&R NuScale LLC Agreement” refers to the Sixth Amended and Restated Limited Liability Company Agreement of NuScale LLC, which shall be effective at the Effective Time.

•

“Adjournment Proposal” refers to the Shareholder Proposal to be considered at the Special Meeting to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the Special Meeting.

•

“Advisory Charter Proposal” refers to the eight sub-proposals to take effect upon the Closing if the Organizational Documents Proposal is approved consisting of Advisory Charter Proposal A, Advisory Charter Proposal B, Advisory Charter Proposal C, Advisory Charter Proposal D, Advisory Charter Proposal E, Advisory Charter Proposal F, Advisory Charter Proposal G and Advisory Charter Proposal H.

•

“ASC” refers to the Financial Accounting Standards Board Accounting Standards Codification.

•

“Cayman Islands Companies Act” refers to the Companies Act (As Revised) of the Cayman Islands, as the same may be amended from time to time.

•

“CFIUS” means the Committee on Foreign Investment in the United States.

•

“Closing” refers to the closing of the Merger.

•

“Closing Acquiror Cash” refers to, without duplication, an amount equal to (a) the funds contained in the Trust Account as of immediately prior to the Closing; plus (b) all other cash and cash equivalents of Spring Valley as of immediately prior to the Closing; minus (c) the aggregate amount of cash proceeds that will be required to satisfy the redemption of any shares of Spring Valley Class A ordinary shares (to the extent not already paid); plus (d) the aggregate proceeds of the PIPE Investment that is actually paid to Spring Valley at or prior to the Closing; minus (e) any Transaction Expenses (as defined in the Merger Agreement) in excess of $43,000,000 in the aggregate.

•

“Closing Date” refers to the date on which the Closing actually occurs.

•

“Condition Precedent Proposals” refers, collectively, the Merger Agreement Proposal, the Domestication Proposal, the Organizational Documents Proposal, the Nasdaq Proposal, the Director Election Proposal and the Long-Term Incentive Plan Proposal.

•

“COVID-19” refers to the novel coronavirus pandemic.

•

“DGCL” refers to the Delaware General Corporation Law, as amended.

•

“DOE” refers to the U.S. Department of Energy.

•

“Domestication” refers to the continuation of Spring Valley by a way of domestication of Spring Valley into a Delaware corporation, with the ordinary shares of Spring Valley becoming shares of common stock of the Delaware corporation under the applicable provisions of the Cayman Islands Companies Act and the DGCL; the term includes all matters and necessary or ancillary changes in order to effect such Domestication, including the adoption of the Proposed Charter (substantially in the form attached hereto at AnnexC) consistent with the DGCL and changing the name and registered office of Spring Valley.

•

“EBITDA” refers to earnings/loss before interest, taxes, depreciation and amortization.

•

“Effective Time” refers to the time when the Merger is consummated upon the filing of articles of merger or at such later time as may be agreed by Spring Valley and NuScale LLC in writing and specified in such articles of merger.

•

“Exchange Act” refers to the Securities Exchange Act of 1934, as amended.

•

“Exchange Ratio” refers to the Exchange Ratio as defined in the Merger Agreement.

3

•

“Existing NuScale Common Units” refers to the “Common Units” of NuScale LLC as defined in the Existing NuScale LLCA.

•

“Existing NuScale LLCA” refers to the Fifth Amended and Restated Limited Liability Company Agreement of NuScale LLC.

•

“Existing Organizational Documents” refers to Spring Valley’s Amended and Restated Memorandum and Articles of Association.

•

“FASB” refers to the Financial Accounting Standards Board.

•

“Fluor” refers to Fluor Enterprises, Inc., a California corporation, which is wholly owned by Fluor Corporation (NYSE: FLR).

•

“Fluor Convertible Loan Agreement” refers to that certain Amended and Restated Senior Secured Convertible Loan Agreement, dated as of September 30, 2011, between Fluor and NuScale LLC, as amended from time to time.

•

“Fluor Convertible Note” refers to that certain amended and restated secured convertible promissory note issued by NuScale LLC on September 30, 2011 in the aggregate principal amount of $10,281,427.49 pursuant to the Fluor Convertible Loan Agreement.

•

“G&A” refers to general and administrative expenses.

•

“Initial Shareholders” refers to the Sponsor Sub and Spring Valley’s three independent directors.

•

“IPO” or “Initial Public Offering” refers to the initial public offering of Spring Valley, which closed on November 27, 2020.

•

“Merger” refers to the merger of Merger Sub with and into NuScale LLC, with NuScale LLC as the surviving entity.

•

“Merger Agreement” refers to the Agreement and Plan of Merger, dated as of December 13, 2021 (as the same has been or may be amended, modified, supplemented or waived from time to time), by and among Spring Valley, Merger Sub and NuScale LLC, a copy of which is attached hereto as Annex A.

•

“Merger Sub” refers to Spring Valley Merger Sub, LLC, an Oregon limited liability company and a wholly owned subsidiary of Spring Valley.

•

“MWe” refers to one million watts of electric power.

•

“MWt” refer to one million watts of thermal power.

•

“Nasdaq” refers to the Nasdaq Capital Market LLC.

•

“NPM” refers to NuScale Power Module™.

•

“NRC” refers to the U.S. Nuclear Regulatory Commission.

•

“NuScale Corp” refers to NuScale Power Corporation, a Delaware corporation and the combined company following the consummation of the Transactions, and its consolidated subsidiaries, including NuScale LLC.

•

“NuScale Corp Board” refers to the board of directors of NuScale Corp after the closing of the Transactions.

•

“NuScale Corp Class A Common Stock” refers to shares of Class A common stock, par value $0.0001 per share, of NuScale Corp immediately after the Closing.

•

“NuScale Corp Class B Common Stock” refers to shares of Class B common stock, par value $0.0001 per share, of NuScale Corp immediately after the Closing.

•

“NuScale Corp Common Stock” refers collectively to shares of NuScale Corp Class A Common Stock and NuScale Corp Class B Common Stock immediately after the Closing.

•

“NuScale Corp Private Placement Warrants” refers to the Spring Valley Private Placement Warrants immediately after the Closing.

4

•

“NuScale Corp Public Warrants” refers to the Spring Valley Public Warrants immediately after the Closing.

•

“NuScale Corp Warrants” refers collectively to the NuScale Corp Public Warrants and the NuScale Corp Private Placement Warrants immediately after the Closing.

•

“NuScale Equityholders” refers to the holders of NuScale LLC Units.

•

“NuScale LLC” refers to NuScale Power, LLC, an Oregon limited liability company.

•

“NuScale LLC Class A Units” refers to the Class A common units of NuScale LLC issued to NuScale Corp immediately after the Closing.

•

“NuScale LLC Class B Units” refers to non-voting, Class B common units of NuScale LLC existing immediately after the Closing.

•

“NuScale LLC Common Units” refers to the collective NuScale LLC limited liability company interests existing immediately after the Closing.

•

“NuScale LLC Units” refers to the collective NuScale LLC limited liability company interests existing immediately prior to the Effective Time to be reclassified into a number of NuScale LLC Class B Units in the Merger.

•

“PCAOB” refers to the Public Company Accounting Oversight Board.

•

“PIPE Investment” refers to the PIPE Investors’ commitment to purchase an aggregate of 21,300,002 shares of NuScale Corp Class A Common Stock immediately prior to the Closing at an aggregate cash purchase price of $211,000,000 pursuant to the Subscription Agreements, of which $30,000,000 has been committed by a foreign investor and is subject to review by CFIUS.

•

“PIPE Investors” refers, collectively, to the institutional and accredited investors that entered into Subscription Agreements with Spring Valley.

•

“Private Placement” refers to the private placement of 8,900,000 Spring Valley Private Placement Warrants, at a price of $1.00 per Spring Valley Private Placement Warrant with the Sponsor, generating gross proceeds of $8,900,000 consummated simultaneously with the closing of the Initial Public Offering on November 27, 2020.

•

“Proposed Bylaws” refers to the proposed new bylaws of NuScale Corp in connection with the Transactions.

•

“Proposed Charter” refers to the proposed new certificate of incorporation of NuScale Corp in connection with the Transactions.

•

“Proposed Organizational Documents” refers to the Proposed Charter and the Proposed Bylaws.

•

“Public Shareholder” refers to a holder of Public Shares.

•

“Public Shares” refers to Spring Valley Class A ordinary shares sold in the Initial Public Offering.

•

“Registration Rights Agreement” refers to that certain registration and shareholder rights agreement, dated November 23, 2020, that will be amended and restated prior to Closing.

•

“SEC” refers to the United States Securities and Exchange Commission.

•

“Securities Act” refers to the Securities Act of 1933, as amended.

•

“Shareholder Proposals” refer, collectively, to (i) the Merger Agreement Proposal, (ii) the Domestication Proposal, (iii) the Organizational Documents Proposal, (iv) the Advisory Charter Proposals, (v) the Nasdaq Proposal, (vi) the Director Election Proposal, (vii) the Long-Term Incentive Proposal and (viii) the Adjournment Proposal.

•

“SMR” refers to a small modular reactor.

•

“Special Meeting” refers to the extraordinary general meeting of Spring Valley to be held on           , 2022 at           a.m., Central Time, to vote on matters relating to the Transactions.

•

“Sponsor” refers to Spring Valley Acquisition Sponsor, LLC, a Delaware limited liability company.

5

•

“Sponsor Letter Agreement” refers to the sponsor letter agreement, dated as of December 13, 2021, by and among Sponsor Sub, Spring Valley and NuScale LLC.

•

“Sponsor Sub” refers to SV Acquisition Sponsor Sub, LLC, a Delaware limited liability company.

•

“Spring Valley” refers to Spring Valley Acquisition Corp., a special purpose acquisition company incorporated as a Cayman Islands exempt company.

•

“Spring Valley Board” refers to the Spring Valley board of directors.

•

“Spring Valley Class A ordinary shares” refers to the Class A ordinary shares, par value $0.0001 per share, of Spring Valley that were previously sold pursuant to Spring Valley’s Registration Statement on Form S-1 (File No. 333-249067) that will automatically convert by operation of law into a number of shares of NuScale Corp Class A Common Stock on a one-for-one basis, as a result of the Domestication.

•

“Spring Valley Class B ordinary shares” refers to the Class B ordinary shares, par value $0.0001 per share of Spring Valley that will automatically convert by operation of law into a number of shares of Spring Valley Class A ordinary shares immediately prior to the Domestication, which will then automatically convert by operation of law into a number of shares of NuScale Corp Class A Common Stock on a one-for-one basis, as a result of the Domestication.

•

“Spring Valley Founder Shares” refers to Spring Valley Class B ordinary shares purchased prior to the Initial Public Offering.

•

“Spring Valley Letter Agreement” refers to that certain Letter Agreement, dated November 23, 2020, by and between Spring Valley, the Sponsor and each of the officers and directors of Spring Valley.

•

“Spring Valley ordinary shares” refers to the collective shares of Spring Valley Class A ordinary shares and Spring Valley Class B ordinary shares.

•

“Spring Valley Private Placement Warrants” refers to the 8,900,000 warrants to purchase Spring Valley Class A ordinary shares that were issued in a private placement concurrently with the IPO.

•

“Spring Valley Public Warrants” refers to the 11,500,000 redeemable warrants issued in the IPO, entitling the holder thereof to purchase Spring Valley Class A ordinary shares.

•

“Spring Valley Share Redemptions” refers to the exercise of redemption rights by any Spring Valley shareholder.

•

“Spring Valley Warrants” refers collectively to the Spring Valley Private Placement Warrants together with the Spring Valley Public Warrants.

•

“Subscription Agreements” refers to the subscription agreements (as amended from time to time) that Spring Valley entered into with the PIPE Investors in connection with the Merger Agreement, each dated as of December 13, 2021.

•

“Support Agreements” refers to the support agreements, dated as of December 13, 2021, by and among Sponsor Sub, each of Spring Valley’s directors and NuScale LLC.

•

“Tax Receivable Agreement” refers to that certain tax receivable agreement that will be entered into concurrent with the Closing by and among NuScale Corp, NuScale LLC and the NuScale Equityholders.

•

“Transactions” refers to the transactions contemplated by the Merger Agreement.

•

“Trust Account” refers to the trust account of Spring Valley which holds the net proceeds from the IPO and certain of the proceeds received in respect of the PIPE investment, together with interest earned thereon, less amounts released to pay taxes.

•

“Units” refers to a unit which Spring Valley sold in the IPO consisting of one Spring Valley Class A ordinary share and one half of a Spring Valley Public Warrant.

•

“U.S. GAAP” or “GAAP” refers to generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Financial Accounting Standards Board or such other principles as may be approved by a significant segment of the accounting profession in the United States, that are applicable to the circumstances as of the date of determination, consistently applied.

•

“VWAP” refers to the dollar volume-weighted average price.

6

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this Proxy Statement/Prospectus may constitute “forward-looking statements” for purposes of the federal securities laws. Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future, including those relating to the Transactions. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this Proxy Statement/Prospectus may include, for example, statements about:

•

our ability to complete the Merger with NuScale LLC or, if we do not consummate such Merger, any other initial business combination;

•

satisfaction or waiver of the conditions to the Merger including, among others: (i) the approval by our shareholders of the Condition Precedent Proposals being obtained; (ii) any applicable waiting period under the Hart-Scott-Rodino Act of 1976, as amended (the “HSR Act”), relating to the Merger Agreement having expired or been terminated; (iii) Closing Acquiror Cash of at least $200 million; and (iv) the approval by Nasdaq of our initial listing application in connection with the Transactions;

•

our receipt of the aggregate proceeds of the PIPE Investment from the PIPE Investors;

•

the occurrence of any event, change or other circumstances, including the outcome of any legal proceedings that may be instituted against Spring Valley and NuScale LLC following the announcement of the Transactions, that could give rise to the termination of the Merger Agreement;

•

NuScale Corp’s financial and business performance following the Transactions, including financial projections and business metrics;

•

the ability to obtain and/or maintain the listing of the NuScale Corp Class A Common Stock and the warrants to acquire NuScale Corp Class A Common Stock on Nasdaq, and the potential liquidity and trading of such securities;

•

the amount of redemptions made by Public Shareholders;

•

the risk that the proposed Transactions disrupt current plans and operations of NuScale LLC as a result of the announcement and consummation of the proposed Transactions;

•

the ability to recognize the anticipated benefits of the proposed Transactions, which may be affected by, among other things, competition and the ability of the combined company to grow and manage growth profitably and retain its key employees;

•

the ability to obtain regulatory approvals for NuScale Corp to deploy its SMRs in the United States and abroad;

•

costs related to the proposed Transactions;

•

changes in applicable laws or regulations;

•

our success in retaining or recruiting, or changes required in, our officers, key employees or directors following the completion of the Transactions, and our ability to attract and retain key personnel;

•

our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving the Transactions;

•

forecasts regarding end-customer adoption rates and demand for NuScale Corp’s products in markets that are new and rapidly evolving;

•

macroeconomic conditions resulting from COVID-19;

•

availability of a limited number of suppliers for NuScale Corp’s products and services;

•

increases in costs, disruption of supply, or shortage of materials;

7

•

NuScale Corp’s dependence on a small number of customers, and failure to add new customers or expand sales to NuScale Corp’s existing customers;

•

substantial regulations, which are evolving, and unfavorable changes or failure by NuScale Corp to comply with these regulations;

•

product liability claims, which could harm NuScale Corp’s financial condition and liquidity if NuScale Corp is not able to successfully defend or insure against such claims;

•

changes to United States trade policies, including new tariffs or the renegotiation or termination of existing trade agreements or treaties;

•

various environmental and safety laws and regulations that could impose substantial costs upon NuScale Corp and negatively impact NuScale Corp’s ability to operate NuScale Corp’s manufacturing facilities; outages and disruptions of NuScale Corp’s services if it fails to maintain adequate security and supporting infrastructure as it scales NuScale Corp’s information technology systems;

•

availability of additional capital to support business growth;

•

failure to protect NuScale Corp’s intellectual property;

•

intellectual property rights claims by third parties, which could be costly to defend, related significant damages and resulting limits on NuScale Corp’s ability to use certain technologies, developments and projections relating to NuScale Corp’s competitors and industry;

•

the anticipated growth rates and market opportunities of NuScale Corp;

•

the period over which NuScale Corp anticipates its existing cash and cash equivalents will be sufficient to fund its operating expenses and capital expenditure requirements;

•

the potential for NuScale Corp’s business development efforts to maximize the potential value of its portfolio;

•

NuScale Corp’s estimates regarding expenses, future revenue, capital requirements and needs for additional financing;

•

NuScale Corp’s financial performance;

•

the inability to develop and maintain effective internal controls;

•

the diversion of management’s attention and consumption of resources as a result of potential acquisitions of other companies;

•

failure to maintain adequate operational and financial resources or raise additional capital or generate sufficient cash flows;

•

cyber-attacks and security vulnerabilities;

•

the effect of COVID-19 pandemic on the foregoing, including our ability to consummate the Transactions due to the uncertainty resulting from the recent COVID-19 pandemic; and

•

other factors detailed under the section entitled “Risk Factors.”

The forward-looking statements contained in this Proxy Statement/Prospectus are based on current expectations and beliefs concerning future developments and their potential effects on us and/or NuScale Corp. There can be no assurance that future developments affecting us and/or NuScale Corp will be those that we and/or NuScale Corp have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control or the control of NuScale Corp) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Some of these risks and uncertainties may in the future be amplified by the COVID-19 outbreak and there may be additional risks that we consider immaterial or which are unknown. It is not possible to predict or identify all such risks. Neither we nor NuScale Corp undertake

8

any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. You should not take any statement regarding past trends or activities as a representation that the trends or activities will continue in the future.

Before any shareholder grants its proxy or instructs how its vote should be cast or vote on the proposals to be put to the Special Meeting, such shareholder should be aware that the occurrence of the events described in the “Risk Factors” section and elsewhere in this Proxy Statement/Prospectus may adversely affect us.

9

QUESTIONS AND ANSWERS ABOUT THE TRANSACTIONS
AND THE EXTRAORDINARY GENERAL MEETING

The following are answers to certain questions that you may have regarding the Transactions and the Special Meeting. We urge you to read carefully the remainder of this Proxy Statement/Prospectus because the information in this section may not provide all the information that might be important to you in determining how to vote. Additional important information is also contained in the annexes to this Proxy Statement/​Prospectus and the documents incorporated by reference herein.

QUESTIONS AND ANSWERS ABOUT THE TRANSACTIONS

Q:

WHAT ARE THE TRANSACTIONS?

A:

Spring Valley, Merger Sub and NuScale LLC have entered into the Merger Agreement pursuant to which, among other things:

(a)

Spring Valley shall domesticate as a corporation in the State of Delaware and change its name to NuScale Power Corporation.

(b)

Upon consummation of the Transactions, the combined company will be organized in an “UP-C” structure, which allows the NuScale Equityholders to retain their equity ownership in NuScale LLC and provides potential future tax benefits for NuScale Corp and the NuScale Equityholders when the NuScale Equityholders ultimately exchange their NuScale LLC equity for NuScale Corp Class A Common Stock that would not be achievable apart from the “UP-C” structure and that will be shared with the NuScale Equityholders under a tax receivable agreement. Upon completion of the Transactions, (i) NuScale Corp will be the sole manager of NuScale LLC, (ii) NuScale LLC will directly or indirectly hold substantially all of the consolidated assets and business of NuScale Corp and (iii) NuScale Corp will consolidate the financial results of NuScale LLC in its combined financial statements. Though the “UP-C” structure will result in NuScale Corp and NuScale LLC being separate entities, the legal entity structure (with NuScale Corp being the sole manager of NuScale LLC) will provide the holders of NuScale Corp Class A Common Stock and NuScale Corp Class B Common Stock with the same governance rights of the Company in all material respects as if an “UP-C” structure was not utilized.

(c)

All membership interests of Merger Sub shall be converted into the Pass Through Number (as defined below) of NuScale LLC Class A Units and NuScale Corp shall be admitted as a member and designated as the sole manager of NuScale LLC. The “Pass Through Number” is equal to the number of shares, after consummation of the Domestication, of NuScale Corp Class A Common Stock that are outstanding immediately after the Closing, after giving effect to all transactions contemplated by the Merger Agreement and in the Subscription Agreements.

(d)

The Existing NuScale LLCA will be amended and restated to become the A&R NuScale LLC Agreement and, in connection therewith, (1) each preferred unit of NuScale LLC will be re-classified into a certain number of Existing NuScale Common Units, and immediately after such re-classification, (2) each Existing NuScale Common Unit will be re-classified into a number of NuScale LLC Class B Units equal to the Exchange Ratio (as defined in the Merger Agreement) and (3) each holder of Existing NuScale Common Units will receive a number of shares of duly authorized, validly issued, fully paid and nonassessable, non-economic voting shares of NuScale Corp Class B Common Stock equal to the number of NuScale LLC Class B Units held by such NuScale Equityholder as a result of clause (2) above. The A&R NuScale LLC Agreement will provide the holders of NuScale LLC Class B Units the right to exchange their NuScale LLC Class B Units, together with the cancelation for no consideration of an equal number of shares of NuScale Corp Class B Common Stock, for NuScale Corp Class A Common Stock (or cash), subject to certain restrictions set forth therein.

(e)

Each option to purchase one Existing NuScale Common Unit (a “NuScale Option”) will be converted into an economically equivalent number of options to purchase shares of NuScale Corp Class A Common Stock based on the Exchange Ratio with the same aggregate exercise price,

10

terms and conditions (including vesting and exercisability terms) as were applicable to the NuScale Option immediately prior to the Effective Time.

(f)

On or prior to the Closing Date, NuScale LLC shall cause the outstanding principal and unpaid accrued interest due on the outstanding Fluor Convertible Note to be converted into Existing NuScale Common Units (which will then be converted into and exchanged for NuScale LLC Class B Units and NuScale Corp Class B Common Stock in accordance with clause (d)(2) and (d)(3) above), and such converted Fluor Convertible Notes will no longer be outstanding and will cease to exist. Any liens securing obligations under Fluor Convertible Notes will be released and each holder of Fluor Convertible Notes will thereafter cease to have any rights with respect to such securities.

(g)

Immediately prior to the Domestication, each of the Spring Valley Class B ordinary shares that are issued and outstanding immediately prior to the Domestication will be converted into Spring Valley Class A ordinary shares, which will then automatically convert by operation of law into one share of NuScale Corp Class A Common Stock as a result of the Domestication.

Spring Valley will hold the Special Meeting to, among other things, obtain the approvals required for the Transactions and you are receiving this Proxy Statement/Prospectus in connection with such meeting. See “The Transactions — The Merger Agreement” beginning on page 79. In addition, a copy of the Merger Agreement is attached to this Proxy Statement/Prospectus as Annex A. We urge you to read carefully this Proxy Statement/Prospectus and the Merger Agreement in their entirety. See “The Transactions — Related Agreements” for additional information on related agreements, including the Tax Receivable Agreement, being entered into in connection with the consummation of the Transactions.

Q:

WHY AM I RECEIVING THIS DOCUMENT?

A:

Spring Valley is sending this Proxy Statement/Prospectus to its shareholders to help them decide how to vote their Spring Valley ordinary shares with respect to the matters to be considered at the Special Meeting.

The Merger cannot be completed unless Spring Valley’s shareholders approve the Merger Agreement Proposal, the Domestication Proposal, the Organizational Documents Proposal, the Nasdaq Proposal, the Director Election Proposal and the Long-Term Incentive Plan Proposal set forth in this Proxy Statement/Prospectus for their approval. Information about the Special Meeting, the Transactions and the other business to be considered by shareholders at the Special Meeting is contained in this Proxy Statement/Prospectus.

This document constitutes a proxy statement of Spring Valley and a prospectus of Spring Valley. It is a proxy statement because the Spring Valley Board is soliciting proxies using this Proxy Statement/​Prospectus from its shareholders. It is a prospectus because Spring Valley, in connection with the Merger Agreement and the Transactions contemplated thereby, is offering shares of NuScale Corp Class A Common Stock in exchange for outstanding Spring Valley Class A ordinary shares. See “The Transactions — The Merger Agreement — Conversion; Consideration to NuScale Equityholders in the Transactions.”

Q:

WHAT WILL SPRING VALLEY SHAREHOLDERS OWN AS A RESULT OF THE TRANSACTIONS?

A:

As of the date of this Proxy Statement/Prospectus, there are 28,750,000 Spring Valley ordinary shares issued and outstanding, which includes an aggregate of 5,750,000 Spring Valley Class B ordinary shares held by the Initial Shareholders, including the Sponsor Sub. In addition, as of the date of this Proxy Statement/Prospectus, there is outstanding an aggregate of 20,400,000 Spring Valley Warrants to acquire ordinary shares, comprised of 11,500,000 Spring Valley Public Warrants and 8,900,000 Spring Valley Private Placement Warrants to acquire Spring Valley Class A ordinary shares.

Following the consummation of the Transactions, and assuming, among other things, (1) that no Spring Valley shareholders exercise redemption rights with respect to their Spring Valley ordinary shares upon completion of the Transactions and (2) no exchange of NuScale LLC Class B Units and

11

NuScale Corp Class B Common Stock for shares of NuScale Corp Class A Common Stock by NuScale Equityholders, holders of Spring Valley Class A ordinary shares and holders of Spring Valley Class B ordinary shares (including the Sponsor and its affiliates) will hold 47.6% and 8.3%, respectively, of the issued and outstanding shares of NuScale Corp Class A Common Stock and 0% of the issued and outstanding shares of NuScale Corp Class B Common Stock, and will accordingly hold 10.2% and 1.8%, respectively, of the NuScale Corp Common Stock expected to be outstanding immediately after the Transactions. See “Unaudited Pro Forma Condensed Combined Financial Information” and “The Transactions — Ownership of NuScale Corp” for additional information pertaining to the ownership of NuScale Corp following the consummation of the Transactions.

Q:

WHAT WILL NUSCALE EQUITYHOLDERS RECEIVE AS A RESULT OF THE TRANSACTIONS?

A:

As of the date of this Proxy Statement/Prospectus, there are 648,938,723.23 issued and outstanding NuScale LLC Units, 15,676,293.60 of which are designated as Common Units, 336,826,395.91 of which are designated as Series A Preferred Units, 67,674,314.93 of which are designated as Series A-1 Preferred Units, 68,348,828.04 of which are designated as Series A-2 Preferred Units, 60,091,287.13 of which are designated as Series A-3 Preferred Units, 30,903,171.56 of which are designated as Series A-4 Preferred Units and 69,418,432.05 of which are designated as Series A-5 Preferred Units pursuant to the Existing NuScale LLCA.

Following the consummation of the Transactions, and assuming, among other things, that no Spring Valley shareholders exercise redemption rights with respect to their Spring Valley ordinary shares upon completion of the Transactions, the NuScale Equityholders will hold 0% of the issued and outstanding NuScale Corp Class A Common Stock and 100% of the NuScale Corp Class B Common Stock, and accordingly will hold 78.6% of the NuScale Corp Common Stock expected to be outstanding immediately after the Transactions, and will hold 100% of the NuScale LLC Class B Units expected to be outstanding immediately after the Transactions. See “Unaudited Pro Forma Condensed Combined Financial Information” and “The Transactions — Ownership of NuScale Corp” for additional information pertaining to the ownership of NuScale Corp following the consummation of the Transactions.

Q:

WHAT EQUITY STAKE WILL CURRENT SPRING VALLEY SHAREHOLDERS AND NUSCALE EQUITYHOLDERS HOLD IN NUSCALE CORP IMMEDIATELY AFTER THE CONSUMMATION OF THE TRANSACTIONS?

A:

The following table summarizes the pro forma economic ownership of NuScale Corp Class A Common Stock following the consummation of the Transactions under the two redemption scenarios contemplated by this Proxy Statement/Prospectus (assuming, among other things, the full conversion of NuScale LLC Class B Units and NuScale Corp Class B Common Stock for shares of NuScale Corp Class A Common Stock by all NuScale Equityholders). For additional information, see “Unaudited Pro Forma Condensed Combined Financial Information.”

​	Economic Interests in NuScale Corp
​	Assuming No Redemptions(1)		Assuming Maximum Redemptions(2)
Spring Valley Public Shareholders	​	10.2%	​	0.0%
Initial Shareholders(3)	​	1.8%	​	1.7%
PIPE Investors	​	9.4%	​	10.5%
NuScale Equityholders	​	78.6%	​	87.8%
Total	​	100%	​	100%

(1)

Assumes that no Spring Valley Public Shareholders exercise redemption rights with respect to their Spring Valley Class A ordinary shares for a pro rata share of the funds in the Trust Account.

(2)

Assumes that Spring Valley Public Shareholders holding all 23,000,000 Spring Valley Class A ordinary

12

shares will exercise their redemption rights for an aggregate payment of $232.2 million (based on the estimated per share redemption price of approximately $10.10 per share) from the Trust Account.

(3)

Includes 4,023,803 shares (including 3,903,803 shares held by the Sponsor and its affiliates) of NuScale Corp Class A Common Stock in the Assuming No Redemptions scenario, or 3,371,335 shares (including 3,251,335 shares held by the Sponsor and its affiliates) of NuScale Corp Class A Common Stock in the Assuming Maximum Redemptions scenario, subject to certain vesting forfeiture terms with respect to up to 35% of the NuScale Corp Common Stock beneficially owned by Sponsor immediately following the Closing. In both scenarios, does not include 500,000 shares to be acquired by certain affiliates of Spring Valley in the PIPE Investment.

The actual results will likely be within the parameters described by these two scenarios; however, there can be no assurance regarding which scenario will be closer to the actual results. Please see the section entitled “Notes to the Unaudited Pro Forma Condensed Combined Financial Information” for further information.

Q:

WHAT HAPPENS IF A SUBSTANTIAL NUMBER OF THE PUBLIC SHAREHOLDERS VOTE IN FAVOR OF THE MERGER AGREEMENT PROPOSAL AND EXERCISE THEIR REDEMPTION RIGHTS?

A:

Our Public Shareholders are not required to vote “AGAINST” the Merger Agreement Proposal in order to exercise their redemption rights. Accordingly, the Merger may be consummated even though the funds available from the Trust Account and the number of Public Shareholders are reduced as a result of redemptions by Public Shareholders, subject to the satisfaction or waiver of the condition that Closing Acquiror Cash equals no less than $200 million.

In no event will Spring Valley redeem Public Shares in an amount that would cause our net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) to be less than $5,000,001 after giving effect to the Transactions and the PIPE Investment.

Additionally, as a result of redemptions, the trading market for the NuScale Corp Common Stock may be less liquid than the market for the Public Shares was prior to consummation of the Transactions and we may not be able to meet the listing standards for Nasdaq or another national securities exchange.

Q:

WHAT CONDITIONS MUST BE SATISFIED TO COMPLETE THE MERGER?

A:

The consummation of the Merger is conditioned upon, among other things, (i) the approval by the Spring Valley shareholders of the Condition Precedent Proposals being obtained; (ii) any applicable waiting period under the HSR Act relating to the Merger having expired or been terminated; (iii) the aggregate Closing Acquiror Cash being at least $200 million; and (iv) the NuScale Corp Common Stock to be issued in connection with the Transactions having been approved for listing on Nasdaq. Therefore, unless these conditions are waived by the applicable parties to the Merger Agreement, the Merger Agreement could terminate and the Merger may not be consummated. For more information about conditions to the consummation of the Merger, see “The Transactions — The Merger Agreement.”

Q:

WHEN WILL THE TRANSACTIONS BE COMPLETED?

A:

The parties currently expect that the Transactions will be completed during the first half of 2022. However, neither Spring Valley nor NuScale LLC can assure you of when or if the Transactions will be completed, and it is possible that factors outside of the control of the companies could result in the Transactions being completed at a different time or not at all. See “Risk Factors — Risks Related to the Transactions and Spring Valley.” The Merger Agreement may be terminated by either NuScale LLC or Spring Valley if the Merger is not consummated by May 20, 2022, (as such date may be extended upon the mutual written consent of NuScale LLC and Spring Valley). See “The Transactions” beginning on page 79.

Q:

WHAT HAPPENS IF THE TRANSACTIONS ARE NOT COMPLETED?

A:

If Spring Valley is not able to complete the Merger with NuScale LLC for any reason nor able to complete another business combination by May 27, 2022 (or November 27, 2022 if extended at the

13

Sponsor’s option), we will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to pay our income taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and the Spring Valley Board, liquidate and dissolve, subject in the cases of clauses (ii) and (iii) to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

QUESTIONS AND ANSWERS ABOUT SPRING VALLEY’S SPECIAL MEETING

Q:

WHAT AM I BEING ASKED TO VOTE ON AND WHY IS THIS APPROVAL NECESSARY?

A:

Spring Valley shareholders are being asked to vote on the following Shareholder Proposals:

1.

the Merger Agreement Proposal;

2.

the Domestication Proposal;

3.

the Organizational Documents Proposal;

4.

the Advisory Charter Proposal;

5.

the Nasdaq Proposal;

6.

the Director Election Proposal;

7.

the Long-Term Incentive Plan Proposal; and

8.

the Adjournment Proposal.

The Merger is conditioned upon the approval of the Merger Agreement Proposal, the Domestication Proposal, the Organizational Documents Proposal, the Nasdaq Proposal, the Director Election Proposal and the Long-Term Incentive Plan Proposal, subject to the terms of the Merger Agreement. The Merger is not conditioned on the approval of the Advisory Charter Proposal or the Adjournment Proposal. If the Merger Agreement Proposal is not approved, the other proposals (except the Adjournment Proposal) will not be presented to the shareholders for a vote.

Q:

WHY IS SPRING VALLEY PROPOSING THE TRANSACTIONS?

A:

Spring Valley is a blank check company incorporated on August 20, 2020 as a Cayman Islands exempted entity for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities, which we refer to throughout this Proxy Statement/Prospectus as our initial business combination. Based on Spring Valley’s business activities, it is a “shell company” as defined under the Exchange Act because it has no operations and nominal assets consisting almost entirely of cash.

Spring Valley has identified several general criteria and guidelines to evaluate prospective acquisition opportunities. Spring Valley has sought to acquire a business or company that: (i) is sustainability or energy transition focused; (ii) has an established business and recognized market leaders; (iii) will benefit from being a public company; (iv) has an experienced management team; (v) has an attractive long term business model; (vi) utilizes technology to create a strong barrier to entry; (vii) has a large addressable market; and (viii) has the potential to generate strong free cash flow.

Based on its due diligence investigations of NuScale LLC and the industry in which it operates, including the financial and other information provided by NuScale LLC in the course of negotiations, the Spring Valley Board believes that NuScale LLC meets the general criteria and guidelines listed above.

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However, there is no assurance of this. See “The Transactions — The Spring Valley Board’s Reasons for the Transactions.”

Although the Spring Valley Board believes that the Merger with NuScale LLC presents a unique business combination opportunity and is in the best interests of Spring Valley and its shareholders, the Spring Valley Board did consider certain potentially material negative factors in arriving at that conclusion. These factors are discussed in greater detail in the sections entitled “The Transactions —  The Spring Valley Board’s Reasons for the Transactions” and “Risk Factors — Risks Related to NuScale LLC’s Business and Industry.”

Q:

WHAT IS THE TAX RECEIVABLE AGREEMENT?

A:

In connection with the Closing, NuScale Corp will enter into the Tax Receivable Agreement with NuScale LLC, each of the TRA Holders (as defined in the Tax Receivable Agreement) party thereto and Fluor, in its capacity as TRA Representative (as defined in the Tax Receivable Agreement). Pursuant to the Tax Receivable Agreement, NuScale Corp will be required to pay 85% of certain tax benefits, if any, that it realizes (or in certain cases is deemed to realize) as a result of any increases in tax basis and other tax benefits resulting from any exchange of NuScale LLC Units for shares of NuScale Corp Class A Common Stock or cash in the future. NuScale Corp’s obligations under the Tax Receivable Agreement accelerate upon a change in control and certain other termination events, as defined therein. These payments are the obligation of NuScale Corp and not of NuScale LLC.

The term of the Tax Receivable Agreement will continue until all such tax benefits have been utilized or expired unless NuScale Corp exercises its right to terminate the Tax Receivable Agreement for an amount representing the present value of anticipated future tax benefits under the Tax Receivable Agreement (computed using certain simplifying assumptions) or certain other acceleration events occur (including upon a change of control). For more information on the Tax Receivable Agreement, please see the sections entitled “Risk Factors — Risks Related to Our Structure and Governance — Pursuant to the Tax Receivable Agreement, NuScale Corp will be required to pay to certain NuScale Equityholders 85% of certain tax benefits, if any, that it realizes (or in certain cases is deemed to realize) as a result of any increases in tax basis and related tax benefits resulting from any exchange of NuScale LLC Units for shares of NuScale Corp Class A Common Stock or cash in the future, and those payments be be substantial” and “Certain Relationships and Related Party Transactions  —  Tax Receivable Agreement.

Q:

HOW WILL THE COMBINED COMPANY BE MANAGED FOLLOWING THE TRANSACTIONS?

A:

Immediately following the Closing, it is expected that the current management of NuScale LLC will become the management of NuScale Corp, and the NuScale Corp Board will initially consist of eight (8) directors. Pursuant to the Merger Agreement, the NuScale Corp Board will initially consist of (i) seven (7) individuals designated by NuScale LLC, three (3) of whom shall each qualify as “independent directors” under the applicable listing and corporate governance rules and regulations of Nasdaq, and (ii) one (1) individual designated by Spring Valley. Please see the section entitled “Management of NuScale Prior To and Following the Transactions” for further information.

Q:

DID THE SPRING VALLEY BOARD OBTAIN A THIRD-PARTY VALUATION OR FAIRNESS OPINION IN DETERMINING WHETHER OR NOT TO PROCEED WITH THE TRANSACTIONS?

A:

The Spring Valley Board did not obtain a third-party valuation or fairness opinion in connection with their determination to approve the Transactions. Spring Valley’s officers, directors and advisors have substantial experience in evaluating the operating and financial merits of companies from a wide range of industries and concluded that their experience and backgrounds, together with the experience and sector expertise of Spring Valley’s financial advisors, enabled them to make the necessary analyses and determinations regarding the Transactions. In addition, Spring Valley’s officers, directors and advisors have substantial experience with mergers and acquisitions. Accordingly, investors will be relying solely on the judgment of Spring Valley’s officers, board of directors and advisors in valuing NuScale LLC’s business.

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Q:

DO I HAVE REDEMPTION RIGHTS?

A:

If you are a holder of Public Shares, you have the right to request that we redeem all or a portion of your Public Shares for cash if you follow the procedures and deadlines described elsewhere in this Proxy Statement/Prospectus. Public Shareholders may elect to redeem all or a portion of the Public Shares held by them regardless of if or how they vote in respect of the Merger Agreement Proposal. If you wish to exercise your redemption rights, please see the answer to the next question: “How do I exercise my redemption rights?”

Notwithstanding the foregoing, a Public Shareholder, together with any affiliate of such Public Shareholder or any other person with whom such Public Shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its Public Shares with respect to more than an aggregate of 15% of the Public Shares. Accordingly, if a Public Shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the Public Shares, then any such shares in excess of that 15% limit would not be redeemed for cash and such shares would be converted into NuScale Corp Class A Common Stock in connection with the Transactions.

The Initial Shareholders have agreed to waive their redemption rights with respect to all of their Spring Valley Class B ordinary shares in connection with the consummation of the Transactions. As is customary in transactions of this type, the Initial Shareholders did not receive any consideration for waiving their redemption rights. Such Spring Valley Class B ordinary shares will be excluded from the pro rata calculation used to determine the per-share redemption price.

Q:

HOW DO I EXERCISE MY REDEMPTION RIGHTS?

A:

If you are a holder of Spring Valley Class A ordinary shares and wish to exercise your redemption rights, you must demand that Spring Valley redeem your shares for cash no later than the second business day preceding the vote on the Merger Agreement Proposal by delivering your share certificates (if any) and other redemption forms to Continental Stock Transfer & Trust Company, Spring Valley’s transfer agent (the “transfer agent” or “Continental”), physically or electronically using The Depository Trust Company’s (“DTC”) Deposit and Withdrawal at Custodian (“DWAC”) system prior to the vote at the Special Meeting. Holders of Units must elect to separate the underlying Spring Valley Class A ordinary shares and Spring Valley Public Warrants prior to exercising redemption rights with respect to the Spring Valley Class A ordinary shares. If holders hold their Units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the Units into underlying Spring Valley Class A ordinary shares and Spring Valley Public Warrants, or if a holder holds Units registered in its own name, the holder must contact the transfer agent directly and instruct them to do so. Any holder of Spring Valley Class A ordinary shares will be entitled to demand that such holder’s shares be redeemed for a full pro rata portion of the amount then in the Trust Account (which, for illustrative purposes, was approximately $      , or approximately $      per Spring Valley Class A ordinary share, as of           , 2022, the record date). Such amount, including interest earned on the funds held in the Trust Account and not previously released to Spring Valley to pay its income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), will be paid promptly upon consummation of the Transactions. However, the proceeds deposited in the Trust Account could become subject to the claims of Spring Valley’s creditors, if any, which could have priority over the claims of Spring Valley’s Public Shareholders, regardless of whether such Public Shareholders vote for or against the Merger Agreement Proposal. Therefore, the per-share distribution from the Trust Account in such a situation may be less than originally anticipated due to such claims. Your vote on any Shareholder Proposal will have no impact on the amount you will receive upon exercise of your redemption rights.

Any request for redemption made by a holder of Spring Valley Class A ordinary shares may not be withdrawn once submitted to Spring Valley unless the Spring Valley Board determines (in its sole discretion) to permit the withdrawal of such redemption request (which it may do in whole or in part).

Any corrected or changed proxy card or written demand of redemption rights must be received by the transfer agent prior to the vote taken on the Merger Agreement Proposal at the Special Meeting. No demand for redemption will be honored unless the holder’s share certificates (if any) and other

16

redemption forms have been delivered (either physically or electronically) to the transfer agent prior to the vote at the Special Meeting.

If a holder of Spring Valley Class A ordinary shares properly makes a request for redemption and the certificates for the Spring Valley Class A ordinary shares (if any) along with the redemption forms are delivered as described to Spring Valley’s transfer agent as described herein, then, if the Transactions are consummated, Spring Valley will redeem these shares for a pro rata portion of funds deposited in the Trust Account. If you exercise your redemption rights, then you will be exchanging your Spring Valley Class A ordinary shares for cash.

Q:

HOW DO REDEMPTIONS AFFECT THE VALUE OF MY NUSCALE CORP COMMON STOCK?

A: The value of shares of NuScale Corp Common Stock held by a non-redeeming Spring Valley Public Shareholder may be affected by the number of shares that are redeemed, as well as other events that may significantly dilute the value of such shares of NuScale Corp Common Stock. The following table shows the potential effect of varying levels of redemptions and certain dilutive events on the per share value of the NuScale Corp Common Stock held by non-redeeming Spring Valley Public Shareholders, in each case assuming an enterprise value of $1.875 billion for NuScale Corp upon consummation of the Merger.

​	No Redemption Scenario			50% Redemption Scenario			Maximum Redemption Scenario
Shares held by Spring Valley Public Shareholders	​	​	23,000,000	​	​	11,500,000	​	​	—
Spring Valley Founder Shares(1)	​	​	4,023,803	​	​	3,716,155	​	​	3,371,335
PIPE Shares	​	​	21,300,002	​	​	21,300,002	​	​	21,300,002
NuScale Equityholders	​	​	177,782,129	​	​	177,782,129	​	​	177,782,129
Total Shares	​	​	226,105,934	​	​	214,298,286	​	​	202,453,466
Remaining NuScale Consideration Shares issuable upon exercise of NuScale Corp Options	​	​	15,485,125	​	​	15,485,125	​	​	15,485,125
NuScale Corp Class A Common Stock issuable upon exercise of the Spring Valley Warrants	​	​	20,400,000	​	​	20,400,000	​	​	20,400,000
Other – Earn Out Shares(1)	​	​	1,726,197	​	​	1,560,540	​	​	1,374,869
Total Diluted Shares at Closing	​	​	263,717,256	​	​	251,743,951	​	​	239,713,460
Implied Value per Share:	​	​	​	​	​	​	​	​	​
Shares issued and outstanding(2)	​	$	9.32	​	$	9.29	​	$	9.26
Shares issued, outstanding and fully diluted(3)	​	$	8.55	​	$	8.48	​	$	8.41
Shares issued, outstanding, fully diluted assuming full vesting of Earn Out Shares(4)	​	$	7.99	​	$	7.91	​	$	7.82
Effective Deferred Underwriting Fee per Share:(5)	​	​	​	​	​	​	​	​	​
Shares issued and outstanding(2)	​	​	0.38%	​	​	0.40%	​	​	0.43%
Shares issued, outstanding and fully diluted(3)	​	​	3.07%	​	​	3.22%	​	​	3.38%
Shares issued, outstanding, fully diluted assuming full vesting of Earn Out Shares(4)	​	​	3.05%	​	​	3.20%	​	​	3.36%

(1)

Pursuant to the Sponsor Letter Agreement, if available cash is less than $432 million, at the Closing, Sponsor shall forfeit and cancel a number of Spring Valley Founder Shares equal to 1,003,796 in the Assuming Maximum Redemption scenario or 473,305 in the Assuming 50% Redemption scenario. Spring Valley Founders Shares includes “Earn Out Shares.” Fifty percent of the Earn Out Shares vest, pursuant to the Sponsor Letter Agreement, if NuScale Corp trades at $12.00 per share or higher on the Closing Date or if, over any 20 trading days within a 30-day window during the 60 months following the closing, the dollar volume-weighted average price (“VWAP”) is greater than or equal to $12.00 per

17

share. The remainder of the Earn Out Shares vest if NuScale Corp trades at $14.00 per share or higher on the closing date or if, over any 20 trading days within a 30-day window during the 60 months following the closing, the VWAP is greater than or equal to $12.00 per share.

(2)

Calculation of implied value per share assumes (i) enterprise value of $1.875 billion of NuScale Corp upon consummation of the Merger, (ii) $211,000,000 of cash proceeds received from the PIPE Investment upon consummation of the Merger, (iii) approximately $232,316,486 of funds in the Trust Account immediately prior to any redemptions, (iv) no exercise of the 15,485,125 NuScale Corp Options, and (v) no exercise of the 20,400,000 NuScale Corp Warrants that will remain outstanding after consummation of the Merger regardless of the level of redemptions.

(3)

Calculation of implied value per share assumes (i) enterprise value of $1.875 billion of NuScale Corp upon consummation of the Merger, (ii) $211,000,000 of cash proceeds received from the PIPE Investment upon consummation of the Merger, (iii) approximately $232,316,486 of funds in the Trust Account immediately prior to any redemptions, (iv) exercise of the 15,485,125 NuScale Corp Options and (v) exercise of the 20,400,000 NuScale Corp Warrants that will remain outstanding after consummation of the Merger regardless of the level of redemptions.

(4)

Calculation of implied value per share assumes (i) enterprise value of $1.875 billion of NuScale Corp upon consummation of the Merger, (ii) $211,000,000 of cash proceeds received from the PIPE Investment upon consummation of the Merger, (iii) approximately $232,316,486 of funds in the Trust Account immediately prior to any redemptions, (iv) exercise of the 15,485,125 NuScale Corp Options, (v) exercise of the 20,400,000 NuScale Corp Warrants that will remain outstanding after consummation of the Merger regardless of the level of redemptions, and (vi) the Earn Out Shares indicated for each redemption scenario.

(5)

Reflects $8,050,000 in deferred underwriting fees in connection with Spring Valley’s Initial Public Offering.

The foregoing table is provided for illustrative purposes only and there can be no assurance that the NuScale Corp Common Stock will trade at the illustrative per share values set forth therein, regardless of the levels of redemption. See “Risk Factors — Risks Related to the Transactions and Spring Valley — The price of NuScale Corp Common Stock and NuScale Corp’s warrants may be volatile.” Further, we have not received any indications from shareholders regarding their intentions to redeem or retain their shares of Spring Valley Class A ordinary shares upon consummation of the Merger and have not formulated any expectation as to which, if any, of the illustrative scenarios included in the foregoing table is most likely.

Q:

WHAT ARE THE UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF EXERCISING MY REDEMPTION RIGHTS?

A:

We expect that a U.S. Holder (as defined in “Material United States Federal Income Tax Considerations — U.S.Holders” below) that exercises its redemption rights to receive cash from the Trust Account in exchange for its Public Shares will generally be treated as selling such Public Shares resulting in the recognition of capital gain or capital loss. There may be certain circumstances in which the redemption may be treated as a distribution for United States federal income tax purposes depending on the amount of NuScale Corp Common Stock that a U.S. Holder owns or is deemed to own (including through the ownership of NuScale Corp warrants). For a more complete discussion of the United States federal income tax considerations of an exercise of redemption rights, see “Material United States Federal Income Tax Considerations.”

Additionally, because the Domestication will occur immediately prior to the redemption of shares from U.S. Holders that exercise redemption rights, U.S. Holders exercising redemption rights will be subject to the potential tax consequences of Section 367 of the United States Internal Revenue Code of 1986, as amended (the “Code”), and the potential tax consequences of the rules applicable to a company treated as a “passive foreign investment company” ​(“PFIC”) as a result of the Domestication. The tax consequences of exercising redemption rights are discussed more fully below under “Material United States Federal Income Tax Considerations — U.S. Holders — Effects to U.S.Holders of Exercising Redemption Rights” beginning on page 157.

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Q:

DO I HAVE APPRAISAL RIGHTS IN CONNECTION WITH THE PROPOSED MERGER AND THE PROPOSED DOMESTICATION?

A:

No. Neither Spring Valley shareholders nor Spring Valley warrant holders have appraisal rights in connection with the Merger or the Domestication under the Cayman Islands Companies Act or under the DGCL.

Q:

WHY IS SPRING VALLEY PROPOSING THE DOMESTICATION?

A:

The Spring Valley Board believes that there are significant advantages to us that will arise as a result of a change of our domicile to Delaware. Further, the Spring Valley Board believes that any direct benefit that the DGCL provides to a corporation also indirectly benefits its stockholders, who are the owners of the corporation. The Spring Valley Board believes that there are several reasons why transfer by way of continuation to Delaware is in the best interests of Spring Valley and its shareholders, including, (i) the prominence, predictability and flexibility of the DGCL, (ii) Delaware’s well-established principles of corporate governance and (iii) the increased ability for Delaware corporations to attract and retain qualified directors, each of the foregoing are discussed in greater detail in the section entitled “Proposal No. 2 — The Domestication Proposal  —  Reasons for the Domestication.”

To effect the Domestication, we will file an application for deregistration with the Cayman Islands Registrar of Companies, together with the necessary accompanying documents, and file a certificate of corporate domestication and a certificate of incorporation with the Secretary of State of the State of Delaware, under which we will be domesticated and continue as a Delaware corporation.

The approval of the Domestication Proposal is a condition to Closing under the Merger Agreement. The approval of the Domestication Proposal requires a special resolution under the Cayman Islands Companies Act, being the affirmative vote of the holders of at least two-thirds (2/3rds) of the Spring Valley ordinary shares who, being present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter, vote on such matter. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the extraordinary general meeting, and otherwise will have no effect on a particular proposal.

Q:

WHAT IS INVOLVED WITH THE DOMESTICATION?

A:

The Domestication will require Spring Valley to file certain documents in both the Cayman Islands and the State of Delaware. At the effective time of the Domestication, Spring Valley will cease to be a company incorporated under the laws of the Cayman Islands and in connection with the Transactions, Spring Valley will continue as a Delaware corporation. The Existing Organizational Documents will be replaced by the Proposed Organizational Documents and your rights as a shareholder will cease to be governed by the laws of the Cayman Islands and will be governed by Delaware law. For further details, please see “Proposal No. 2 — The Domestication Proposal.”

Q:

HOW WILL THE DOMESTICATION AFFECT MY PUBLIC SHARES, PUBLIC WARRANTS AND UNITS?

A:

On the effective date of the Domestication, (i) if you choose not to redeem your Public Shares for cash, then (a) each then issued and outstanding Spring Valley Class A ordinary share that you hold will convert automatically, on a one-for-one basis, into one share of NuScale Corp Class A Common Stock and (b) each then issued and outstanding Spring Valley Public Warrant that you hold will convert automatically, on a one-for-one basis, into a warrant to acquire NuScale Corp Class A Common Stock; and (ii) NuScale Corp Class B Common Stock shall be authorized, each share of which will have voting rights equal to a share of NuScale Corp Class A Common Stock but which shall have no entitlement to earnings or distributions of NuScale Corp.

Q:

WHAT HAPPENS TO THE FUNDS DEPOSITED IN THE TRUST ACCOUNT AFTER CONSUMMATION OF THE TRANSACTIONS?

A:

Following the closing of the Initial Public Offering, an amount equal to $232,300,000 ($10.10 per unit) of the net proceeds from our Initial Public Offering and the sale of the Spring Valley Private Placement

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Warrants were placed in the Trust Account. As of September 30, 2021, funds in the Trust Account totaled approximately $232,316,486, all of which were held in United States treasury securities. These funds will remain in the Trust Account, except for the withdrawal of interest to pay income taxes, if any, until the earliest of (i) the completion of a business combination (including the closing of the Transactions) or (ii) the redemption of all of the Public Shares if we are unable to complete a business combination by May 27, 2022 (or November 27, 2022 if extended at the Sponsor’s option), subject to applicable law.

If our initial business combination is paid for using equity or debt securities or not all of the funds released from the Trust Account are used for payment of the consideration in connection with our initial business combination or used for redemptions or purchases of the Public Shares, we may apply the balance of the cash released to us from the Trust Account for general corporate purposes, including for maintenance or expansion of operations of NuScale Corp, the payment of principal or interest due on indebtedness incurred in completing our Transactions, to fund the purchase of other companies or for working capital. See “Summary — Sources and Uses of Cash for the Transactions.”

Q:

WHAT ARE THE UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF THE DOMESTICATION?

A:

As discussed more fully under “Material United States Federal Income Tax Considerations” below, it is intended that the Domestication qualify as a tax-free reorganization within the meaning of Section 368(a)(l)(F) of the Code. However, due to the absence of direct guidance on the application of Section 368(a)(1)(F) to a statutory conversion of a corporation holding only investment-type assets such as Spring Valley, this result is not entirely clear. Assuming that the Domestication so qualifies, U.S. Holders (as defined in “Material United States Federal Income Tax Considerations — U.S. Holders” below) of Spring Valley ordinary shares will be subject to Section 367(b) of the Code and, as a result:

A U.S. Holder of Spring Valley ordinary shares whose Spring Valley ordinary shares have a fair market value of less than $50,000 at the time of the Domestication should not recognize any gain or loss and generally should not be required to include any part of Spring Valley’s earnings in income;

A U.S. Holder of Spring Valley ordinary shares whose Spring Valley ordinary shares have a fair market value of $50,000 or more on the date of the Domestication, but who at the time of the Domestication owns (actually and constructively) less than 10% of the total combined voting power of all classes of Spring Valley ordinary shares entitled to vote and less than 10% of the total value of all classes of Spring Valley ordinary shares will generally recognize gain (but not loss) as a result of the Domestication. As an alternative to recognizing gain, such U.S. Holders may file an election to include in income as a dividend earnings and profits (as defined in the United States Treasury regulations (“Treasury Regulations”) under Section 367 of the Code) attributable to its Spring Valley ordinary shares provided certain other requirements are satisfied. Spring Valley does not expect that Spring Valley’s cumulative earnings and profits will be material at the time of the Domestication; and

A U.S. Holder of Spring Valley ordinary shares who at the time of the Domestication owns (actually and constructively) 10% or more of the total combined voting power of all classes of Spring Valley ordinary shares or 10% of the total value of all classes of Spring Valley ordinary shares entitled to vote will generally be required to include in income as a dividend earnings and profits (as defined in the Treasury Regulations under Section 367 of the Code) attributable to its Spring Valley ordinary shares. Spring Valley does not expect that Spring Valley’s cumulative earnings and profits will be material at the time of Domestication.

As discussed further under “Material United States Federal Income Tax Considerations” below, Spring Valley believes that it is likely classified as a PFIC for United States federal income tax purposes. In the event that Spring Valley is considered a PFIC then, notwithstanding the foregoing United States federal income tax consequences of the Domestication, proposed Treasury Regulations under Section 1291(f) of the Code (which have a retroactive effective date), if finalized in their current form, generally would require a U.S. Holder to recognize gain as a result of the Domestication. Any such gain would be taxed as ordinary income and an interest charge would apply based on a complex set of

20

rules. However, it is difficult to predict whether, in what form, and with what effective date, final Treasury Regulations under Section 1291(f) of the Code will be adopted. Importantly, however, U.S. Holders that make or have made certain elections discussed further under “Material United States Federal Income Tax Considerations — U.S. Holders — PFIC Considerations” with respect to their Spring Valley ordinary shares are generally not subject to the same gain recognition rules under the currently proposed Treasury Regulations under Section 1291(f) of the Code. For a more complete discussion of the potential application of the PFIC rules to U.S. Holders as a result of the Domestication, see “Material United States Federal Income Tax Considerations — U.S. Holders — PFIC Considerations.”

Additionally, the Domestication may cause non-U.S. Holders (as defined in “Material United States Federal Income Tax Considerations — Non-U.S.Holders” below) to become subject to United States federal income withholding taxes on any dividends in respect of such non-U.S. Holder’s NuScale Corp Common Stock (or warrants) subsequent to the Domestication.

The tax consequences of the Domestication are complex and will depend on a holder’s particular circumstances. All holders are strongly urged to consult their tax advisors for a full description and understanding of the tax consequences of the Domestication, including the applicability and effect of United States federal, state, local and foreign income and other tax laws. For a more complete discussion of the United States federal income tax considerations of the Domestication, see “Material United States Federal Income Tax Considerations.”

Q:

HOW DOES THE SPONSOR INTEND TO VOTE ON THE SHAREHOLDER PROPOSALS?

A:

The Initial Shareholders own of record and are entitled to vote an aggregate of approximately 20% of the outstanding Spring Valley ordinary shares. Pursuant to the Support Agreement executed on December 13, 2021 in connection with the execution of the Merger Agreement, the Sponsor Sub has agreed, among other things, to vote all of its Spring Valley Class B ordinary shares and any Spring Valley Class A ordinary shares that Sponsor Sub holds beneficially or acquires record or beneficial ownership of after the execution date (i) in favor of each of the Shareholder Proposals; (ii) in favor of any proposal to adjourn a meeting at which there is a proposal for shareholders of Spring Valley to approve and adopt the Shareholder Proposals to a later date if there are not sufficient votes to approve and adopt the Shareholder Proposals, or if there are not sufficient shares present in person or represented by proxy at such meeting to constitute a quorum; and (iii) against any proposal in opposition to approval of the Merger Agreement or the Transactions. See “The Transactions — The Merger Agreement — Related Agreements — Support Agreement.”

Q:

WHAT CONSTITUTES A QUORUM AT THE SPECIAL MEETING?

A:

The holders of a majority of the voting power of the issued and outstanding Spring Valley ordinary shares entitled to vote at the Special Meeting must be present, in person or virtually, or represented by proxy at the Special Meeting to constitute a quorum and in order to conduct business at the Special Meeting. Abstentions and broker non-votes will be counted as present for the purpose of determining a quorum. The holders of the Spring Valley Founder Shares, who currently own 20% of the issued and outstanding Spring Valley ordinary shares, will count towards this quorum. In the absence of a quorum, the chairman of the Special Meeting has power to adjourn the Special Meeting. As of the record date for the Special Meeting, 14,375,001 Spring Valley ordinary shares would be required to achieve a quorum.

Q:

WHAT VOTE IS REQUIRED TO APPROVE EACH PROPOSAL AT THE SPECIAL MEETING?

A:

The Merger Agreement Proposal:   The approval of the Merger Agreement Proposal requires an ordinary resolution under the Cayman Islands Companies Act, being the affirmative vote of the holders of a majority of the Spring Valley ordinary shares who, being present and entitled to vote at the Special Meeting, vote at the Special Meeting. Spring Valley shareholders must approve the Merger Agreement Proposal in order for the Transactions to occur. If Spring Valley shareholders fail to approve the Merger Agreement Proposal, the Transactions will not occur. Pursuant to the Support Agreement, the Initial Shareholders have agreed to vote shares representing approximately 20% of the aggregate voting power of the Spring Valley ordinary shares in favor of the Merger Agreement Proposal.

21

The Domestication Proposal:   The approval of the Domestication Proposal requires a special resolution under the Cayman Islands Companies Act, being the affirmative vote of the holders of at least two-thirds (2/3rds) of the Spring Valley ordinary shares who, being present and entitled to vote at the Special Meeting, vote at the Special Meeting. The Domestication Proposal is conditioned on the approval of the Merger Agreement Proposal. Therefore, if the Merger Agreement Proposal is not approved, the Domestication Proposal will have no effect, even if approved by Spring Valley’s Public Shareholders. Pursuant to the Support Agreement, the Initial Shareholders have agreed to vote shares representing approximately 20% of the aggregate voting power of the Spring Valley ordinary shares in favor of the Domestication Proposal.

The Organizational Documents Proposal:   The approval of the Organizational Documents Proposal requires a special resolution under the Cayman Islands Companies Act, being the affirmative vote of the holders of at least two-thirds (2/3rds) of the Spring Valley ordinary shares who, being present and entitled to vote at the Special Meeting, vote at the Special Meeting. The Organizational Documents Proposal is conditioned on the approval of the Domestication Proposal, and, therefore, also conditioned on approval of the Merger Agreement Proposal. Therefore, if the Merger Agreement Proposal or the Domestication Proposal is not approved, the Organizational Documents Proposal will have no effect, even if approved by Spring Valley’s Public Shareholders. Pursuant to the Support Agreement, the Initial Shareholders have agreed to vote shares representing approximately 20% of the aggregate voting power of the Spring Valley ordinary shares in favor of the Organizational Documents Proposal.

The Advisory Charter Proposal:   The approval of any of the Advisory Charter Proposal sub proposals is not otherwise required by Cayman Islands law or Delaware law separate and apart from the Organizational Documents Proposal, but pursuant to SEC guidance, Spring Valley is required to submit these provisions to its stockholders separately for approval. However, the stockholder votes regarding these proposals are advisory votes, and are not binding on Spring Valley or the Spring Valley Board (separate and apart from the approval of the Organizational Documents Proposal). Furthermore, the Transactions are not conditioned on the approval of the Advisory Charter Proposal (separate and apart from approval of the Organizational Documents Proposal). Pursuant to the Support Agreement, the Initial Shareholders have agreed to vote shares representing approximately 20% of the aggregate voting power of the Spring Valley ordinary shares in favor of the Advisory Charter Proposal.

The Nasdaq Proposal:   The approval of the Nasdaq Proposal requires an ordinary resolution, being the affirmative vote of at least a majority of the votes cast by the holders of the issued Spring Valley ordinary shares present in person or represented by proxy at the Special Meeting and entitled to vote on such matter. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the Special Meeting, and otherwise will have no effect on the proposal. The Nasdaq Proposal is conditioned on the approval and adoption of each of the other Condition Precedent Proposals, including the Merger Agreement Proposal, the Domestication Proposal and the Organizational Documents Proposal. Therefore, if such proposals are not approved, the Nasdaq Proposal will have no effect, even if approved by Spring Valley’s Public Shareholders. Pursuant to the Support Agreement, the Initial Shareholders have agreed to vote shares representing approximately 20% of the aggregate voting power of the Spring Valley ordinary shares in favor of the Nasdaq Proposal.

The Director Election Proposal:   The approval of the Director Election Proposal requires an ordinary resolution of the holders of the Spring Valley Class B ordinary shares, being the affirmative vote of at least a majority of the votes cast by the holders of the issued Spring Valley Class B ordinary shares present in person or represented by proxy at the Special Meeting and entitled to vote on such matter. The Director Election Proposal is conditioned on the approval of the other Condition Precedent Proposals, including the Merger Agreement Proposal, the Domestication Proposal, the Organizational Documents Proposal and the Nasdaq Proposal. Therefore, if any of those proposals is not approved, the Director Election Proposal will have no effect, even if otherwise approved. Pursuant to the Support Agreement, the Initial Shareholders have agreed to vote shares representing 100% of the aggregate voting power of the Spring Valley Class B ordinary shares in favor of the Director Election Proposal.

The Long-Term Incentive Plan Proposal:   The approval of the Long-Term Incentive Plan Proposal requires an ordinary resolution, being the affirmative vote of the holders of a majority of the Spring

22

Valley ordinary shares who, being present and entitled to vote at the Special Meeting, vote at the Special Meeting. The Long-Term Incentive Plan Proposal is conditioned on the approval of the Merger Agreement Proposal, the Domestication Proposal, the Organizational Documents Proposal, the Director Election Proposal and the Nasdaq Proposal. Therefore, if such proposals are not approved, the Long-Term Incentive Plan Proposal will have no effect, even if approved by Spring Valley’s Public Shareholders. Pursuant to the Support Agreement, the Initial Shareholders have agreed to vote shares representing approximately 20% of the aggregate voting power of the Spring Valley ordinary shares in favor of the Long-Term Incentive Plan Proposal.

The Adjournment Proposal:   The approval of the Adjournment Proposal requires an ordinary resolution under the Cayman Islands Companies Act, being the affirmative vote of the holders of a majority of the Spring Valley ordinary shares who, being present and entitled to vote at the Special Meeting, vote at the Special Meeting. The Adjournment Proposal is not conditioned upon any other Shareholder Proposal.

Q:

DO ANY OF SPRING VALLEY’S DIRECTORS OR OFFICERS HAVE INTERESTS IN THE TRANSACTIONS THAT MAY DIFFER FROM OR BE IN ADDITION TO THE INTERESTS OF SPRING VALLEY SHAREHOLDERS?

A:

Spring Valley’s executive officers and certain non-employee directors have interests in the Transactions that may be different from, or in addition to, the interests of Spring Valley’s shareholders generally. The Spring Valley Board was aware of and considered these interests to the extent such interests existed at the time, among other matters, in approving the Merger Agreement and in recommending that the Merger Agreement and the Transactions contemplated thereby be approved by the shareholders of Spring Valley. These interests include, among other things, the fact that:

•

the Sponsor paid an aggregate of $25,000 for 7,187,500 Spring Valley Class B ordinary shares, 5,750,000 of which are currently owned directly or indirectly by the Initial Shareholders, the aggregate value of which is estimated to be approximately $72,234,375, assuming the per share value of the NuScale Corp Class A Common Stock is the same as the $10.05 per share closing price of the Spring Valley Class A ordinary shares on Nasdaq as of January 4, 2022, and these Spring Valley Class B ordinary shares will be worthless if a business combination is not consummated by May 27, 2022 (or November 27, 2022 if extended at the Sponsor’s option);

•

the Sponsor paid $8,900,000 for its Spring Valley Private Placement Warrants, the aggregate value of which is estimated to be approximately $12,015,000, assuming the per warrant value of the NuScale Corp Warrants is the same as the $1.35 per warrant closing price of the Spring Valley Warrants on Nasdaq as of January 4, 2022, and the Spring Valley Private Placement Warrants would be worthless if a business combination is not consummated by May 27, 2022 (or November 27, 2022 if extended at the Sponsor’s option);

•

affiliates of Spring Valley have agreed to purchase 500,000 shares of NuScale Corp Class A Common Stock at $10.00 per share, for an aggregate purchase price of $5,000,000, in the PIPE Investment on the same terms and conditions as the other PIPE Investors;

•

the Initial Shareholders and certain of Spring Valley’s current officers and directors have agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Spring Valley ordinary shares (other than Public Shares) held by them if Spring Valley fails to complete an initial business combination by May 27, 2022 (or November 27, 2022 if extended at the Sponsor’s option). No consideration was given to the Initial Shareholders in exchange for such waiver;

•

the continued indemnification of Spring Valley’s existing directors and officers and the continuation of Spring Valley’s directors’ and officers’ liability insurance after the consummation of the Transactions (i.e., a “tail policy”);

•

the Sponsor and Spring Valley’s officers and directors will lose their entire investment in Spring Valley and will not be reimbursed for any out-of-pocket expenses if an initial business combination is not consummated by May 27, 2022 (or November 27, 2022 if extended at the Sponsor’s option). Accordingly, Spring Valley may not be able to reimburse these expenses if the Business Combination or another business combination is not completed by May 27, 2022 (or November 27, 2022 if

23

extended at the Sponsor’s option. As of the record date, the Sponsor and Spring Valley’s officers and directors and their affiliates had incurred approximately $      of unpaid reimbursable expenses;

•

the Sponsor purchased its Spring Valley Class B ordinary shares from Spring Valley at a price of approximately $0.003 per Spring Valley Class B ordinary share, or an aggregate purchase price of $25,000. Given the differential in purchase price that the Sponsor paid for the Spring Valley Class B ordinary shares as compared to the price of the Spring Valley units sold in the IPO, the Initial Shareholders may realize a positive rate of return on such investment even if Spring Valley public shareholders experience a negative rate of return following the business combination;

•

if the Trust Account is liquidated, including in the event Spring Valley is unable to complete an initial business combination by May 27, 2022 (or November 27, 2022 if extended at the Sponsor’s option), the Sponsor has agreed to indemnify Spring Valley to ensure that the proceeds in the Trust Account are not reduced below $10.00 per Public Share, or such lesser per Public Share amount as is in the Trust Account on the liquidation date, by the claims of prospective target businesses with which Spring Valley has entered into an acquisition agreement or claims of any third party for services rendered or products sold to Spring Valley, but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the Trust Account; and

•

Spring Valley may be entitled to distribute or pay over funds held by Spring Valley outside the Trust Account to the Sponsor or any of its Affiliates prior to the Closing.

For additional information, see “The Transactions — Interests of Spring Valley Directors and Executive Officers in the Transactions” beginning on page 105 of this Proxy Statement/Prospectus.

For additional information regarding pre-existing relationships between certain of the parties to the Merger Agreement and certain of their affiliates, see “Risk Factors — Risks Related to the Transactions and Spring Valley — Since the Initial Shareholders and our executive officers have interests that are different, or in addition to (and which may conflict with), the interests of our shareholders, a conflict of interest may have existed in determining whether the Transactions with NuScale LLC are appropriate as an initial business combination. Such interests include that the Initial Shareholders and our executive officers will lose their entire investment in us if a business combination is not completed.”

Q:

WHAT DO I NEED TO DO NOW?

A:

After carefully reading and considering the information contained in this Proxy Statement/Prospectus, please submit your proxies as soon as possible so that your shares will be represented at the Special Meeting. Please follow the instructions set forth on the proxy card or on the voting instruction form provided by your broker, bank or other nominee if your shares are held in the name of your broker, bank or other nominee.

Q:

HOW DO I VOTE?

A:

If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, and were a holder of record of ordinary shares on           , 2022, the record date for the Special Meeting, you may vote with respect to the proposals in person or virtually at the Special Meeting, or by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. For the avoidance of doubt, the record date cutoff does not apply to Spring Valley shareholders that hold their shares in registered form and are registered as shareholders in Spring Valley’s register of members. All holders of shares in registered form on the day of the Special Meeting are entitled to vote at the Special Meeting.

Q:

WHEN AND WHERE IS THE SPECIAL MEETING?

A:

The Special Meeting will be held at           , Central Time, on           , 2022, at the offices of Kirkland & Ellis LLP located at 609 Main Street, Suite 4700, Houston, TX 77002, and via a virtual meeting at           , unless the Special Meeting is adjourned. As part of our precautions regarding COVID-19, we are also planning for the meeting to be held virtually over the Internet. We will post the details for such meeting on our website that will also be filed with the SEC as proxy material. Only shareholders who held Spring Valley ordinary shares at the close of business on the record date will be

24

entitled to vote at the Shareholders Meeting. We plan to announce any such updates in a press release filed with the SEC and on our proxy website at           , and we encourage you to check this website prior to the meeting if you plan to attend.

Q:

IF MY SHARES ARE HELD IN “STREET NAME” BY A BROKER, BANK OR OTHER NOMINEE, WILL MY BROKER, BANK OR OTHER NOMINEE AUTOMATICALLY VOTE MY SHARES FOR ME?

A:

No. If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the “beneficial holder” of the shares held for you in what is known as “street name.” If this is the case, this Proxy Statement/Prospectus may have been forwarded to you by your brokerage firm, bank or other nominee, or its agent. As the beneficial holder, you have the right to direct your broker, bank or other nominee as to how to vote your shares. If you do not provide voting instructions to your broker on a particular proposal on which your broker does not have discretionary authority to vote, your shares will not be voted on that proposal. This is called a “broker non-vote.” Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the Special Meeting, and otherwise will have no effect on a particular proposal. If you decide to vote, you should provide instructions to your broker, bank or other nominee on how to vote in accordance with the information and procedures provided to you by your broker, bank or other nominee.

Q:

WHAT IMPACT WILL COVID-19 HAVE ON THE TRANSACTIONS?

A:

Given the ongoing and dynamic nature of the circumstances, it is difficult to predict the impact of COVID-19 on the business of Spring Valley and NuScale LLC, and there is no guarantee that efforts by Spring Valley and NuScale LLC to address the adverse impacts of COVID-19 will be effective. The extent of such impact will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and actions taken to contain COVID-19 or its impact, among others. If Spring Valley or NuScale LLC are unable to recover from a business disruption on a timely basis, the Transactions and NuScale Corp’s business, financial condition and results of operations following the completion of the Transactions would be adversely affected. The Transactions may also be delayed and adversely affected by COVID-19 and, as a result, become more costly. Each of Spring Valley and NuScale LLC may also incur additional costs to remedy damages caused by any such disruptions, which could adversely affect its financial condition and results of operations.

Q:

WHO IS ENTITLED TO VOTE AT THE SPECIAL MEETING?

A:

We have fixed           , 2022 as the record date for the Special Meeting. If you were a shareholder of Spring Valley at the close of business on the record date, you are entitled to vote on matters that come before the Special Meeting. However, a shareholder may only vote his or her shares if he or she is present in person or is represented by proxy at the Special Meeting.

Q:

HOW MANY VOTES DO I HAVE?

A:

Spring Valley shareholders are entitled to one vote at the Special Meeting for each Spring Valley ordinary share held of record as of the record date. As of the close of business on the record date for the Special Meeting, there were 28,750,000 Spring Valley ordinary shares issued and outstanding, of which 23,000,000 were issued and outstanding Public Shares.

Q:

WHAT IF I ATTEND THE SPECIAL MEETING AND ABSTAIN OR DO NOT VOTE?

A:

For purposes of the Special Meeting, an abstention occurs when a shareholder attends the meeting and does not vote or returns a proxy with an “abstain” vote.

If you are a Spring Valley shareholder that attends the Special Meeting and fails to vote on the Merger Agreement Proposal, the Domestication Proposal, the Organizational Documents Proposal, the Advisory Charter Proposal, the Nasdaq Proposal, the Director Election Proposal, the Long-Term Incentive Plan Proposal or the Adjournment Proposal, or if you respond to such proposals with an “abstain” vote, your failure to vote or “abstain” vote in each case will have no effect on the vote count for such proposals.

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Q:

WHAT WILL HAPPEN IF I RETURN MY PROXY CARD WITHOUT INDICATING HOW TO VOTE?

A:

If you sign and return your proxy card without indicating how to vote on any particular Shareholder Proposal, the Spring Valley ordinary shares represented by your proxy will be voted as recommended by the Spring Valley Board with respect to that Shareholder Proposal.

Q:

MAY I CHANGE MY VOTE AFTER I HAVE DELIVERED MY PROXY OR VOTING INSTRUCTION CARD?

A:

Yes. Shareholders may send a later-dated, signed proxy card to our general counsel at our address set forth below so that it is received by our general counsel prior to the vote at the Special Meeting (which is scheduled to take place on           , 2022) or attend the Special Meeting in person and vote. Shareholders also may revoke their proxy by sending a notice of revocation to our general counsel, which must be received by our general counsel prior to the vote at the Special Meeting. However, if your shares are held in “street name” by your broker, bank or another nominee, you must contact your broker, bank or other nominee to change your vote.

Q:

WHAT HAPPENS IF I FAIL TO TAKE ANY ACTION WITH RESPECT TO THE SPECIAL MEETING?

A:

If you fail to take any action with respect to the Special Meeting and the Transactions are approved by shareholders and consummated, you will continue to be a shareholder of Spring Valley. Failure to take any action with respect to the Special Meeting will not affect your ability to exercise your redemption rights. If you fail to take any action with respect to the Special Meeting and the Transactions are not approved, you will continue to be a shareholder of Spring Valley while Spring Valley searches for another target business with which to complete a business combination.

Q:

WHAT SHOULD I DO IF I RECEIVE MORE THAN ONE SET OF VOTING MATERIALS?

A:

Shareholders may receive more than one set of voting materials, including multiple copies of this Proxy Statement/Prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you may receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered under more than one name, you may receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your shares.

Q:

WHO WILL SOLICIT AND PAY THE COST OF SOLICITING PROXIES FOR THE SPECIAL MEETING?

A:

Spring Valley will pay the cost of soliciting proxies for the Special Meeting. Spring Valley has engaged MacKenzie Partners, Inc., as proxy solicitor (“MacKenzie”), to assist in the solicitation of proxies for the Special Meeting. Spring Valley has agreed to pay MacKenzie a fee of $12,500, plus disbursements, and will reimburse MacKenzie for its reasonable out-of-pocket expenses up to $7,500 and indemnify MacKenzie and its affiliates against certain claims, liabilities, losses, damages and expenses. Spring Valley will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of Spring Valley Class A ordinary shares for their expenses in forwarding soliciting materials to beneficial owners of Spring Valley Class A ordinary shares and in obtaining voting instructions from those owners. Spring Valley’s directors and officers may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

Q:

WHERE CAN I FIND VOTING RESULTS OF THE SPECIAL MEETING?

A:

The preliminary voting results will be announced at the Special Meeting. Spring Valley will publish final voting results of the Special Meeting in a Current Report on Form 8-K within four business days after the Special Meeting.

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Q:

WHOM SHOULD I CONTACT IF I HAVE ANY QUESTIONS ABOUT THE PROXY MATERIALS, VOTING OR THE TRANSACTIONS?

A:

If you have any questions about the proxy materials, need assistance submitting your proxy or voting your shares or need additional copies of this Proxy Statement/Prospectus or the enclosed proxy card, you should contact the proxy solicitation agent for Spring Valley, at the following address and telephone number:

MacKenzie Partners, Inc.
1407 Broadway, 27th Floor
New York, New York 10018
Individuals call toll-free: (800) 322-2885
Banks and brokers call: (212) 929-5500

You also may obtain additional information about Spring Valley from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.” If you are a holder of Public Shares and you intend to seek redemption of your Public Shares, you will need to deliver your Public Shares (either physically or electronically) to Continental at the address below prior to the Special Meeting. Holders must complete the procedures for electing to redeem their Public Shares in the manner described above prior to 5:00 P.M., Eastern Time, on           , 2022 (two business days before the Special Meeting) in order for their shares to be redeemed. If you have questions regarding the certification of your position or delivery of your stock, please contact:

Mark Zimkind
Continental Stock Transfer & Trust Company
One State Street Plaza, 30th Floor
New York, New York 10004
E-mail: mzimkind@continentalstock.com

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SUMMARY

This summary highlights selected information included in this document and does not contain all of the information that may be important to you. You should read this entire document and its appendices and the other documents to which Spring Valley and NuScale LLC refer to before you decide how to vote with respect to the Shareholder Proposals. Each item in this summary includes a page reference directing you to a more complete description of that item.

Information About the Parties to the Transactions

Spring Valley

Spring Valley is a blank check company whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. For more information regarding Spring Valley, see the section entitled “Information About Spring Valley” beginning on page 175.

Merger Sub

Merger Sub is a wholly owned subsidiary of Spring Valley formed solely for the purpose of effecting the Merger. Merger Sub was incorporated under the Oregon Limited Liability Company Act (“OLLCA”) on December 9, 2021. Merger Sub owns no material assets and does not operate any business.

NuScale LLC

NuScale LLC is an advanced nuclear technology company that is developing a SMR to generate steam that can be used for electrical generation, district heating, desalination, hydrogen production and other process heat applications. For more information regarding NuScale LLC, see the section entitled “Business of NuScale LLC” beginning on page 190.

The Merger Agreement

The terms and conditions of the Merger are contained in the Merger Agreement, which is attached to this document as Annex A and which is incorporated by reference herein in its entirety. Spring Valley encourages you to read the Merger Agreement carefully, as it is the legal document that governs the Transactions. For more information on the Merger Agreement, see the section entitled “The Transactions — The Merger Agreement.”

Structure of the Transactions

In connection with the Closing:

•

Spring Valley will change its jurisdiction of incorporation by deregistering as an exempted company in the Cayman Islands and continuing and domesticating as a corporation under the laws of the State of Delaware upon which Spring Valley will change its name to “NuScale Power Corporation” and become NuScale Corp;

•

Spring Valley will be designated as the sole manager of NuScale LLC; and

•

Merger Sub, a wholly owned subsidiary of Spring Valley, will merge with and into NuScale LLC with NuScale LLC as the surviving entity of the Merger. Following the Merger, NuScale LLC will be a wholly controlled subsidiary of NuScale Corp (formerly known as Spring Valley prior to the Domestication).

Upon consummation of the transactions contemplated by the Merger Agreement, the combined company will be organized in an “UP-C” structure, in which substantially all of the assets and business of the combined company will be held by NuScale LLC. Spring Valley and the NuScale Equityholders will hold NuScale LLC Common Units. Spring Valley will be the sole manager of NuScale LLC. Spring Valley will issue to the NuScale Equityholders a number of shares of NuScale Corp Class B Common Stock equal to the number of NuScale LLC Class B Units held by the NuScale Equityholders. Spring Valley’s other

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shareholders will hold shares of NuScale Corp Class A Common Stock. Shares of NuScale Corp Class A Common Stock will be entitled to economic rights and one vote per share and shares of NuScale Corp Class B Common Stock will be entitled to one vote per share but no economic rights. The combined company’s business will continue to operate through NuScale LLC.

Simplified Post-Combination NuScale Corp Structure

The following diagram illustrates in simplified terms the expected structure of NuScale Corp and its operating subsidiaries upon the Closing.

The Private Placement

In connection with entering into the Merger Agreement, Spring Valley entered into the Subscription Agreements with the PIPE Investors, pursuant to which, among other things, the PIPE Investors party thereto agreed to purchase an aggregate of 21,300,002 shares of NuScale Corp Class A Common Stock immediately prior to the Closing at an aggregate purchase price of $211,000,000. $30,000,000 of the PIPE Investment has been committed by a foreign investor, and NuScale Corp expects to hold this amount as restricted cash pending approval of the investment by CFIUS. The Subscription Agreements contain customary representations, warranties, covenants and agreements of Spring Valley and the PIPE Investors and are subject to customary closing conditions (including, without limitation, that there is no amendment or modification to the Merger Agreement that is material and adverse to the PIPE Investors) and termination rights (including a termination right if the transactions contemplated by the Subscription Agreements have not been consummated by June 19, 2022 (which date is 30 days following the termination date under the Merger Agreement), other than as a result of breach by the terminating party). The PIPE Investments are expected to close immediately prior to the Closing.

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For more information regarding the Subscription Agreements, see the section entitled “The Transactions — The Merger Agreement — Related Agreements — PIPE Investment.”

Conversion; Consideration to NuScale Equityholders in the Transactions (page 81)

The aggregate value of the equity to be held by the NuScale Equityholders following the Transactions shall equal 177,782,129 NuScale LLC Class B Units together with 177,782,129 shares of NuScale Corp Class B Common Stock (which will not have any economic value but will entitle the holder thereof to one vote per share), together with up to 15,485,125 shares of NuScale Corp Class A Common Stock upon exercise of the Options. The NuScale LLC Class B Units, together with the cancelation for no consideration of an equal number of shares of NuScale Corp Class B Common Stock, will be exchangeable for 177,782,129 shares of NuScale Corp Class A Common Stock (or cash, subject to certain restrictions).

In addition to the consideration described above, each NuScale Equityholder may have the right to receive certain payments under the Tax Receivable Agreement. In connection with the Closing, NuScale Corp will enter into the Tax Receivable Agreement with NuScale LLC, each of the TRA Holders (as defined in the Tax Receivable Agreement) party thereto and Fluor, in its capacity as TRA Representative (as defined in the Tax Receivable Agreement). Pursuant to the Tax Receivable Agreement, NuScale Corp will be required to pay 85% of certain tax benefits, if any, that it realizes (or in certain cases is deemed to realize) as a result of any increases in tax basis and other tax benefits resulting from any exchange of NuScale LLC Units for shares of NuScale Corp Class A Common Stock or cash in the future. NuScale Corp’s obligations under the Tax Receivable Agreement accelerate upon a change in control and certain other termination events, as defined therein. These payments are the obligation of NuScale Corp and not of NuScale LLC.

The term of the Tax Receivable Agreement will continue until all such tax benefits have been utilized or expired unless NuScale Corp exercises its right to terminate the Tax Receivable Agreement for an amount representing the present value of anticipated future tax benefits under the Tax Receivable Agreement (computed using certain simplifying assumptions) or certain other acceleration events occur (including upon a change of control). For more information on the Tax Receivable Agreement, please see the sections entitled “Risk Factors — Risks Related to Our Structure and Governance — Pursuant to the Tax Receivable Agreement, NuScale Corp will be required to pay to certain NuScale Equityholders 85% of certain tax benefits, if any, that it realizes (or in certain cases is deemed to realize) as a result of any increases in tax basis and related tax benefits resulting from any exchange of NuScale LLC Units for shares of NuScale Corp Class A Common Stock or cash in the future, and those payments be be substantial” and “Certain Relationships and Related Party Transactions  —  Tax Receivable Agreement.”

For more information, see the section entitled “The Transactions — The Merger Agreement — Conversion; Consideration to NuScale Equityholders in the Transactions.”

Spring Valley Extraordinary Meeting and the Proposals (page 109)

The Special Meeting will be held at             a.m., Central Time, on            , 2022. For the purposes of the Existing Organizational Documents, the physical place of the meeting will be at the offices of Kirkland & Ellis LLP located at 609 Main Street, Suite 4700, Houston, TX 77002, and via a virtual meeting at            , unless the Special Meeting is adjourned            . In light of COVID-19 and to support the well-being of Spring Valley’s shareholders, directors and officers, Spring Valley encourages you to use remote methods of attending the Special Meeting or to attend via proxy. You may attend the Special Meeting and vote your shares electronically during the Special Meeting via live webcast by visiting            . You will need the meeting control number that is printed on your proxy card to enter the Special Meeting. You may also attend the meeting telephonically by dialing           . At the Special Meeting, Spring Valley’s shareholders will be asked to approve the Merger Agreement Proposal, the Domestication Proposal, Organizational Documents Proposal, the Advisory Charter Proposal, the Nasdaq Proposal, the Director Election Proposal, the Long-Term Incentive Plan Proposal and the Adjournment Proposal (if necessary).

The Spring Valley Board has fixed the close of business on           , 2022 (the “record date”) as the record date for determining the holders of Spring Valley ordinary shares entitled to receive notice of and to

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vote at the Special Meeting. As of the record date, there were             Spring Valley Class A ordinary shares and             Spring Valley Class B ordinary shares outstanding and entitled to vote at the Special Meeting. Each Spring Valley ordinary share entitles the holder to one vote at the Special Meeting on each proposal to be considered at the Special Meeting. As of the record date, the Sponsor Sub and Spring Valley’s directors and officers and their affiliates owned and were entitled to vote           Spring Valley ordinary shares, representing approximately 20% of the Spring Valley ordinary shares outstanding on that date. Spring Valley currently expects that the Sponsor Sub and its directors and officers will vote their shares in favor of the Shareholder Proposals and, pursuant to the Sponsor Letter Agreement, the Sponsor Sub and directors and officers have agreed to do so. As of the record date, NuScale LLC did not beneficially hold any Spring Valley ordinary shares.

A majority of the voting power of the issued and outstanding Spring Valley ordinary shares entitled to vote at the Special Meeting must be present, in person or virtually, or represented by proxy at the Special Meeting to constitute a quorum and in order to conduct business at the Special Meeting.

Approval of the Merger Agreement Proposal requires an ordinary resolution under the Cayman Islands Companies Act, being the affirmative vote of the holders of a majority of the Spring Valley ordinary shares who, being present and entitled to vote at the Special Meeting, vote at the Special Meeting.

Approval of the Domestication Proposal requires a special resolution under the Cayman Islands Companies Act, being the affirmative vote of the holders of at least two-thirds (2/3rds) of the Spring Valley ordinary shares who, being present and entitled to vote at the Special Meeting, vote at the Special Meeting. Approval of the Organizational Documents Proposal requires a special resolution under the Cayman Islands Companies Act, being the affirmative vote of the holders of at least two-thirds (2/3rds) of the Spring Valley ordinary shares who, being present and entitled to vote at the Special Meeting, vote at the Special Meeting.

Approval of each of the principal changes to be made to the Existing Organizational Documents as part of the Advisory Charter Proposal requires an ordinary resolution under the Cayman Islands Companies Act, being the affirmative vote of the holders of a majority of the Spring Valley ordinary shares who, being present and entitled to vote at the Special Meeting, vote at the Special Meeting. Approval of the Nasdaq Proposal requires an ordinary resolution under the Cayman Islands Companies Act, being the affirmative vote of the holders of a majority of the Spring Valley ordinary shares who, being present and entitled to vote at the Special Meeting, vote at the Special Meeting.

Approval of the Director Election Proposal requires an ordinary resolution under Cayman Islands Companies Act, being the affirmative vote of the holders of a majority of the Spring Valley Class B ordinary shares who, being present and entitled to vote at the Special Meeting, vote at the Special Meeting.

Approval of the Long-Term Incentive Plan Proposal requires an ordinary resolution under the Cayman Islands Companies Act, being the affirmative vote of the holders of a majority of the Spring Valley ordinary shares who, being present and entitled to vote at the Special Meeting, vote at the Special Meeting. Approval of the Adjournment Proposal (if necessary) requires an ordinary resolution under the Cayman Islands Companies Act, being the affirmative vote of the holders of a majority of the Spring Valley ordinary shares who, being present and entitled to vote at the Special Meeting, vote at the Special Meeting.

The Merger is conditioned upon the approval of the Merger Agreement Proposal, the Domestication Proposal, the Organizational Documents Proposal, the Nasdaq Proposal, the Director Election Proposal and the Long-Term Incentive Plan Proposal, subject to the terms of the Merger Agreement. The Merger is not conditioned on the Advisory Charter Proposal or the Adjournment Proposal. If the Merger Agreement Proposal is not approved, the other Shareholder Proposals (except the Adjournment Proposal) will not be presented to the shareholders for a vote.

Recommendation of Spring Valley’s Board of Directors (page 111)

The Spring Valley Board has unanimously determined that the Merger Agreement Proposal is in the best interests of Spring Valley and its shareholders, has unanimously approved the Merger Agreement Proposal, and unanimously recommends that shareholders vote “FOR” the Merger Agreement Proposal, “FOR” the Domestication Proposal, “FOR” the Organizational Documents Proposal, “FOR” the Advisory

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Charter Proposal, “FOR” the Nasdaq Proposal, “FOR” the Director Election Proposal, “FOR” the Long-Term Incentive Plan Proposal and “FOR” the Adjournment Proposal, in each case, if presented to the Special Meeting.

The Spring Valley Board’s Reasons for the Transactions

Spring Valley was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. The Spring Valley Board sought to do this by utilizing the network and industry experience of both the Sponsor and the Spring Valley Board and management to identify, acquire and operate one or more businesses. The members of the Spring Valley Board and management have extensive transactional experience, particularly in the broadly-defined sustainability industry, including but not limited to, energy and power, resource management, transportation, environmental services, water and advanced materials / chemicals in the United States and other developed countries.

As described under “The Transactions — Background of the Transactions,” the Spring Valley Board, in evaluating the Merger, consulted with Spring Valley’s management, legal and financial advisors. In reaching its unanimous decision to approve the Merger Agreement and the Transactions, the Spring Valley Board considered a range of factors, including, but not limited to, the factors discussed below. In light of the number and wide variety of factors considered in connection with its evaluation of the proposed combination, the Spring Valley Board did not consider it practicable to, and did not attempt to, quantify or otherwise assign relative weights to the specific factors that it considered in reaching its determination and supporting its decision. The Spring Valley Board contemplated its decision as in the context of all of the information available and the factors presented to and considered by it. In addition, individual directors may have given different weight to different factors. This explanation of Spring Valley’s reasons for approving the combination and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under the section titled “Cautionary Statement Regarding Forward-Looking Statements.”

In approving the combination, the Spring Valley Board decided not to obtain a fairness opinion. The officers and directors of Spring Valley have substantial experience in evaluating the operating and financial merits of companies from a wide range of industries and concluded that their experience and background, together with the experience of their representatives, enabled them to make the necessary analyses and determinations regarding the Merger.

The Spring Valley Board considered a number of factors pertaining to the Merger as generally supporting its decision to enter into the Merger Agreement and the Transactions, including, but not limited to, the following: NuScale LLC’s strategic focus on and demonstrable contributions toward global decarbonization targets in the energy industry, the proprietary and innovative nature of its solution, the experience of the management team, the successful history of attracting high quality customer and supply chain partners and the prudent financial management of the business. More specifically, the Spring Valley Board took into consideration the following factors or made the following determinations, as applicable:

•

Growing global support for nuclear power including SMRs’ potential to play a large role;

•

Meets a sufficient number of the acquisition criteria that Spring Valley had established to evaluate prospective business combination targets;

•

Multiple avenues to accelerate organic growth opportunities;

•

Significant recurring value creation opportunities;

•

Experienced management team;

•

NuScale LLC’s post-closing financial condition;

•

Strong commitment from NuScale LLC stakeholders; and

•

Valuation supported by financial analysis and due diligence.

The Spring Valley Board also considered a variety of uncertainties, risks and other potentially negative factors relating to the Merger including, but not limited to, the following: redemptions, complexities related

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to the shareholder vote, litigation and threats of litigation and broader macro risks. Specifically, the Spring Valley Board considered the following issues and risks:

•

Risk that the benefits described above may not be achieved;

•

Risk of the liquidation of Spring Valley;

•

Technology may not work as expected or produce power at a competitive price;

•

The exclusivity provision in the Merger Agreement, which restricts Spring Valley’s ability to consider other potential business combinations;

•

Spring Valley’s shareholders will receive a minority position in the combined company;

•

Risks regarding the shareholder vote;

•

Fluor will remain a majority shareholder;

•

Limitations of review;

•

Closing conditions;

•

Potential litigation;

•

Fees and expenses;

•

Geo-political risks and uncertainties;

•

Potential impacts of COVID-19; and

•

Other risk factors.

In addition to considering the factors described above, the Spring Valley Board also considered that some officers and directors of Spring Valley might have interests in the Merger as individuals that are in addition to, and that may be different from, the interests of Spring Valley’s stockholders. Spring Valley’s independent directors reviewed and considered these interests during the negotiation of the Merger and in evaluating and unanimously approving, as members of the Spring Valley Board, the Merger Agreement and the Transactions.

The Spring Valley Board concluded that the potential benefits that it expected Spring Valley and its stockholders to achieve as a result of the Merger outweighed the potentially negative factors associated with the Merger. Accordingly, the Spring Valley Board unanimously determined that the Merger Agreement, and the Transactions, were advisable, fair to, and in the best interests of, Spring Valley and its stockholders.

For more information about the Spring Valley Board’s decision-making process concerning the Transactions, please see the section entitled “The Transactions — The Spring Valley Board’s Reasons for the Transactions.”

Satisfaction of 80% Test (page 105)

It is a requirement under the Existing Organizational Documents that any business acquired by Spring Valley have a fair market value equal to at least 80% of the balance of the funds in the Trust Account at the time of the execution of a definitive agreement for an initial business combination. Based on the financial analysis of NuScale LLC generally used to approve the Transaction, the Spring Valley Board determined that this requirement was met. The Spring Valley Board determined that the consideration being paid in the Transactions, which amount was negotiated at arms-length, was fair to and in the best interests of Spring Valley and its shareholders and appropriately reflected NuScale LLC’s value. In reaching this determination, the Spring Valley Board concluded that it was appropriate to base such valuation in part on qualitative factors such as management strength and depth, competitive positioning, customer relationships, and technical skills, as well as quantitative factors such as NuScale LLC’s historical growth rate and its potential for future growth in revenue and profits. The Spring Valley Board believes that the financial skills and background of its members qualify it to conclude that the acquisition of NuScale LLC met this requirement.

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Certain Regulatory Approvals (page 108)

Under the HSR Act and the rules that have been promulgated thereunder by the Federal Trade Commission (“FTC ”), certain transactions may not be consummated unless information has been furnished to the Antitrust Division and the FTC and certain waiting period requirements have been satisfied. On January 21, 2022, NuScale LLC and Spring Valley concluded that Notification and Report Forms were not required to be filed with the Antitrust Division and the FTC in connection with the consummation of the Transactions.

At any time before or after consummation of the Transactions, notwithstanding the parties’ conclusion that Notification and Report Forms were not required to be filed, the applicable competition authorities, the United States or any other applicable jurisdiction could take such action under applicable antitrust laws as such authority deems necessary or desirable in the public interest, including seeking to enjoin the consummation of the Transactions, conditionally approving the Transactions upon divestiture of NuScale Corp’s assets, subjecting the completion of the Transactions to regulatory conditions or seeking other remedies. Private parties may also seek to take legal action under the antitrust laws under certain circumstances. Spring Valley cannot assure you that the Antitrust Division, the FTC, any state attorney general, or any other government authority will not attempt to challenge the Transactions on antitrust grounds, and, if such a challenge is made, Spring Valley cannot assure you as to its result.

None of Spring Valley or NuScale LLC are aware of any other material regulatory approvals or actions that are required for completion of the Transactions. It is presently contemplated that if any such additional regulatory approvals or actions are required, those approvals or actions will be sought. There can be no assurance, however, that any additional approvals or actions will be obtained.

Conditions to Closing (page 82)

The respective obligations of each party to the Merger Agreement to consummate the Merger are subject to the satisfaction or, if permitted by applicable law, waiver by mutual agreement of each party of the following conditions:

•

any applicable waiting period under the HSR Act relating to the Transactions having been expired or been terminated and any agreements with any governmental authority not to consummate the Transactions having been expired or terminated;

•

no order or law issued by any court of competent jurisdiction or other governmental entity or other legal restraint or prohibition preventing the consummation of the Transactions being in effect;

•

the opportunity Spring Valley has provided to the Public Shareholders to have their shares of Spring Valley Class A ordinary shares redeemed for the consideration shall have been completed in accordance with the terms of the Merger Agreement and this Proxy Statement/Prospectus;

•

this Proxy Statement/Prospectus becoming effective in accordance with the provisions of the Securities Act, no stop order being issued by the SEC and remaining in effect with respect to this Proxy Statement/Prospectus, and no proceeding seeking such a stop order being threatened or initiated by the SEC and remaining pending;

•

the approval of each Condition Precedent Proposal, other than the Domestication Proposal, the Organizational Documents Proposal and the Director Election Proposal, by the affirmative vote of the holders of a majority of the Spring Valley ordinary shares cast at the extraordinary general meeting, with respect to the Director Election Proposal only, by the affirmative vote of the holders of a majority of the Spring Valley Class B ordinary shares cast at the Special Meeting and, with respect to the Domestication Proposal and the Organizational Documents Proposal only, the affirmative vote of holders of a two-thirds (2/3rds) majority of the Spring Valley Class A ordinary shares cast at the extraordinary general meeting;

•

the approval of the Merger Agreement and, to the extent required, the Transactions, including the Merger (including (i) approval of the Transactions the holders of at least a majority of all outstanding preferred units of NuScale LLC and (ii) approval of the Transactions by the holders of a majority of the outstanding NuScale LLC Units, voting together as a single class on an as-converted basis); and

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•

the Spring Valley Class A ordinary shares will not have been redeemed in an amount that would cause Spring Valley’s net tangible assets to be less than $5,000,001.

For additional information about the other conditions to consummate the Transactions, please see the section titled “The Transactions — The Merger Agreement — Other Conditions to the Obligations of Spring Valley” and “The Transactions — The Merger Agreement — Other Conditions to the Obligations of NuScale LLC.”

Termination (page 89)

The Merger Agreement may be terminated and the Transactions may be abandoned under certain customary and limited circumstances at any time prior to the Closing, including, among others, the following:

•

by mutual written consent of Spring Valley and NuScale LLC;

•

prior to the Closing, by written notice to NuScale LLC from Spring Valley if (i) there is any breach of any representation, warranty, covenant or agreement on the part of NuScale LLC set forth in the Merger Agreement, such that certain conditions in the Merger Agreement would not be satisfied at the Closing (a “Terminating Company Breach”), except that, if any such Terminating Company Breach is curable by NuScale LLC through the exercise of its commercially reasonable efforts, then, for a period of up to 30 days (or any shorter period of the time that remains between the date Spring Valley provides written notice of such violation or breach and the Termination Date) after receipt by NuScale LLC of notice from Spring Valley of such breach, but only as long as NuScale LLC continues to use its commercially reasonable efforts to cure such Terminating Company Breach (the “Company Cure Period”), such termination shall not be effective, and such termination shall become effective only if the Terminating Company Breach is not cured within the Company Cure Period, (ii) the Closing has not occurred on or before May 20, 2022, as such date may be extended upon the mutual written consent of NuScale LLC and Spring Valley (the “Termination Date”), or (iii) the consummation of the Merger is permanently enjoined or prohibited by the terms of a final, non-appealable Governmental Order or other Law; provided, that the right to terminate the Merger Agreement in this manner shall not be available if either (A) Spring Valley’s failure to fulfill any obligation under the Merger Agreement has been the primary cause of, or primarily resulted in, the failure of the Closing to occur on or before such date or (B) Spring Valley is in breach of the Merger Agreement on such date, which breach could give rise to a right of NuScale LLC to terminate the Merger Agreement;

•

prior to the Closing, by written notice to Spring Valley from NuScale LLC if (i) there is any breach of any representation, warranty, covenant or agreement on the part of Spring Valley set forth in the Merger Agreement, such that certain conditions in the Merger Agreement would not be satisfied at the Closing (a “Terminating Acquiror Breach”), except that, if any such Terminating Acquiror Breach is curable by Spring Valley through the exercise of its commercially reasonable efforts, then, for a period of up to 30 days (or any shorter period of the time that remains between the date NuScale LLC provides written notice of such violation or breach and the Termination Date) after receipt by Spring Valley of notice from NuScale LLC of such breach, but only as long as Spring Valley continues to use its commercially reasonable efforts to cure such Terminating Acquiror Breach (the “Acquiror Cure Period”), such termination shall not be effective, and such termination shall become effective only if the Terminating Acquiror Breach is not cured within the Acquiror Cure Period, (ii) the Closing has not occurred on or before the Termination Date, or (iii) the consummation of the Merger is permanently enjoined or prohibited by the terms of a final, non-appealable governmental order or other law; provided, that the right to terminate the Merger Agreement in this manner will not be available if either (A) NuScale LLC’s failure to fulfill any obligation under the Merger Agreement has been the primary cause of, or primarily resulted in, the failure of the Closing to occur on or before such date or (B) NuScale LLC is in breach of the Merger Agreement on such date, which breach could give rise to a right of Spring Valley to terminate the Merger Agreement;

•

by written notice from NuScale LLC to Spring Valley if the Shareholder Proposals are not approved at the Special Meeting (subject to any adjournment or recess of the meeting); or

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•

by written notice from Spring Valley to NuScale LLC if the Company Unitholder Approvals (as defined in the Merger Agreement) have not been obtained within 10 Business Days (as defined in the Merger Agreement) following the date the Merger Agreement was executed.

If the Merger Agreement is validly terminated, none of the parties to the Merger Agreement will have any liability or any further obligation under the Merger Agreement other than customary confidentiality obligations, except in the case of a Willful Breach (as defined in the Merger Agreement) of the Merger Agreement.

Redemption Rights (page 113)

Pursuant to the Existing Organizational Documents, a Public Shareholder may request that Spring Valley redeem all or a portion of its Public Shares for cash if the Merger is consummated. As a holder of Public Shares, you will be entitled to receive cash for any Public Shares to be redeemed only if you:

(i)   (a) hold Public Shares or (b) if you hold Public Shares through Units, you elect to separate your Units into the underlying Public Shares and Spring Valley Public Warrants prior to exercising your redemption rights with respect to the Public Shares;

(ii)    submit a written request to Continental in which you (i) request that Spring Valley redeem all or a portion of your Public Shares for cash, and (ii) identify yourself as the beneficial holder of the Public Shares and provide your legal name, phone number and address; and

(iii)    deliver your Public Shares to Continental physically or electronically through DTC’s DWAC system.

Holders must complete the procedures for electing to redeem their Public Shares in the manner described above prior to 5:00 P.M., Eastern Time, on                 , 2022 (two business days before the extraordinary general meeting) in order for their shares to be redeemed.

Holders of Units must elect to separate the Units into the underlying Public Shares and Spring Valley Public Warrants prior to exercising redemption rights with respect to the Public Shares. Public holders that hold their Units in an account at a brokerage firm or bank, must notify their broker or bank that they elect to separate the Units into the underlying Public Shares and Spring Valley Public Warrants, or if a holder holds Units registered in its own name, the holder must contact Continental directly and instruct them to do so. The redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number and address to Continental in order to validly redeem its shares. Public Shareholders may elect to redeem all or a portion of the Public Shares held by them regardless of if or how they vote in respect of the Merger Agreement Proposal. If the Merger is not consummated, the Public Shares will be returned to the respective holder, broker or bank. If the Merger is consummated, and if a Public Shareholder properly exercises its right to redeem all or a portion of the Public Shares that it holds and timely delivers its shares to Continental, NuScale Corp will redeem such Public Shares for a per-share price, payable in cash, equal to the pro rata portion of the Trust Account, calculated as of two business days prior to the consummation of the Merger. For illustrative purposes, this would have amounted to approximately $10.10 per issued and outstanding Public Share, based on 23,000,000 shares subject to possible redemption as of September 30, 2021. If a Public Shareholder exercises its redemption rights in full, then it will be electing to exchange its Public Shares for cash and will no longer own Public Shares. The redemption takes place prior to the Domestication. See “The Extraordinary General Meeting —  Redemption Rights” in this Proxy Statement/Prospectus for a detailed description of the procedures to be followed if you wish to redeem your Public Shares for cash.

Notwithstanding the foregoing, a Public Shareholder, together with any affiliate of such Public Shareholder or any other person with whom such Public Shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its Public Shares with respect to more than an aggregate of 15% of the Public Shares. Accordingly, if a Public Shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the Public Shares, then any such shares in excess of that 15% limit would not be redeemed for cash.

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The Initial Shareholders have, pursuant to the Support Agreements and the Sponsor Letter Agreement, agreed to, among other things, vote all of their ordinary shares in favor of the proposals being presented at the Special Meeting. As of the date of this Proxy Statement/Prospectus, the Initial Shareholders own 20.0% of the issued and outstanding Spring Valley ordinary shares. See “The Transactions — Related Agreements — Support Agreement” in the accompanying Proxy Statement/Prospectus for more information related to the Support Agreements.

Holders of the Spring Valley Warrants will not have redemption rights with respect to the Spring Valley Warrants.

Appraisal Rights (page 115)

Spring Valley’s shareholders will not have appraisal rights under the Cayman Islands Companies Act or otherwise in connection with the Merger Agreement Proposal or the other Shareholder Proposals.

Proxy Solicitation (page 115)

Proxies may be solicited by mail, telephone or in person. Spring Valley has engaged MacKenzie to assist in the solicitation of proxies. If a shareholder grants a proxy, it may still vote its shares in person if it revokes its proxy before the Special Meeting. A shareholder also may change its vote by submitting a later-dated proxy as described in the section entitled “The Extraordinary General Meeting — Revoking Your Proxy.”

Interests of Spring Valley Directors and Executive Officers in the Transactions (page 118)

When you consider the recommendation of the Spring Valley Board in favor of approval of the Merger Agreement Proposal, you should keep in mind that the Initial Shareholders and certain of Spring Valley’s current officers and directors have interests in such proposal that are different from, or in addition to, those of Spring Valley shareholders and warrant holders generally. These interests include, among other things, the interests listed below:

•

the fact that our Initial Shareholders have agreed not to redeem any Spring Valley Class A ordinary shares held by them in connection with a shareholder vote to approve a proposed initial business combination (such as the Transactions);

•

the fact that the Sponsor paid an aggregate of $25,000 for 7,187,500 Spring Valley Class B ordinary shares, 5,750,000 of which are currently owned directly or indirectly by the Initial Shareholders, the aggregate value of which is estimated to be approximately $72,234,375, assuming the per share value of the NuScale Corp Class A Common Stock is the same as the $10.05 per share closing price of the Spring Valley Class A ordinary shares on Nasdaq as of January 4, 2022, and these Spring Valley Class B ordinary shares will be worthless if a business combination is not consummated by May 27, 2022 (or November 27, 2022 if extended at the Sponsor’s option);

•

the fact that the Sponsor paid $8,900,000 for its Spring Valley Private Placement Warrants, the aggregate value of which is estimated to be approximately $12,015,000, assuming the per warrant value of the NuScale Corp Warrants is the same as the $1.35 per warrant closing price of the Spring Valley Warrants on Nasdaq as of January 4, 2022, and the Spring Valley Private Placement Warrants would be worthless if a business combination is not consummated by May 27, 2022 (or November 27, 2022 if extended at the Sponsor’s option);

•

the fact that the affiliates of Spring Valley have agreed to purchase 500,000 shares of NuScale Corp Class A Common Stock at $10.00 per share, for an aggregate purchase price of $5,000,000, in the PIPE Investment on the same terms and conditions as the other PIPE Investors;

•

the fact that the Initial Shareholders and certain of Spring Valley’s current officers and directors have agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Spring Valley ordinary shares (other than Public Shares) held by them if Spring Valley fails to complete an initial business combination by May 27, 2022 (or November 27, 2022 if extended at the Sponsor’s option). No consideration was given to the Initial Shareholders or Spring Valley’s current officers and directors in exchange for such waiver;

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•

the fact that the Registration Rights Agreement will be entered into by the Sponsor, the Sponsor Sub and certain other affiliates of Spring Valley;

•

the continued indemnification of Spring Valley’s existing directors and officers and the continuation of Spring Valley’s directors’ and officers’ liability insurance after the consummation of the Transactions (i.e., a “tail policy”);

•

the fact that the Sponsor and Spring Valley’s officers and directors will lose their entire investment in Spring Valley and will not be reimbursed for any out-of-pocket expenses if an initial business combination is not consummated by May 27, 2022 (or November 27, 2022 if extended at the Sponsor’s option) Accordingly, Spring Valley may not be able to reimburse these expenses if the Business Combination or another business combination is not completed by May 27, 2022 (or November 27, 2022 if extended at the Sponsor’s option). As of the record date, the Sponsor and Spring Valley’s officers and directors and their affiliates had incurred approximately $    of unpaid reimbursable expenses;

•

the fact that the Sponsor purchased its Spring Valley Class B ordinary shares from Spring Valley at a price of approximately $0.003 per Spring Valley Class B ordinary share, or an aggregate purchase price of $25,000. Given the differential in purchase price that the Sponsor paid for the Spring Valley Class B ordinary shares as compared to the price of the Spring Valley units sold in the IPO, the Initial Shareholders may realize a positive rate of return on such investment even if Spring Valley public shareholders experience a negative rate of return following the business combination;

•

the fact that if the Trust Account is liquidated, including in the event Spring Valley is unable to complete an initial business combination by May 27, 2022 (or November 27, 2022 if extended at the Sponsor’s option), the Sponsor has agreed to indemnify Spring Valley to ensure that the proceeds in the Trust Account are not reduced below $10.00 per Public Share, or such lesser per Public Share amount as is in the Trust Account on the liquidation date, by the claims of prospective target businesses with which Spring Valley has entered into an acquisition agreement or claims of any third party for services rendered or products sold to Spring Valley, but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the Trust Account; and

•

the fact that Spring Valley may be entitled to distribute or pay over funds held by Spring Valley outside the Trust Account to the Sponsor or any of its Affiliates prior to the Closing.

The Initial Shareholders have, pursuant to the Support Agreements and the Sponsor Letter Agreement, agreed to, among other things, vote all of their ordinary shares in favor of the proposals being presented at the Special Meeting. As of the date of this Proxy Statement/Prospectus, the Initial Shareholders own 20.0% of the issued and outstanding ordinary shares. See “The Transactions  —  The Merger Agreement  —  Related Agreements  —  Support Agreements” in the accompanying Proxy Statement/Prospectus for more information related to the Support Agreements.

At any time at or prior to the Transactions, during a period when they are not then aware of any material nonpublic information regarding us or our securities, our Initial Shareholders, NuScale LLC and/or their directors, officers, advisors or respective affiliates may purchase Public Shares from institutional and other investors who vote, or indicate an intention to vote, against any of the Condition Precedent Proposals, or execute agreements to purchase such shares from such investors in the future, or they may enter into transactions with such investors and others to provide them with incentives to acquire Public Shares or vote their Public Shares in favor of the Condition Precedent Proposals. Such a purchase may include a contractual acknowledgement that such shareholder, although still the record or beneficial holder of our shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that our Initial Shareholders, NuScale LLC and/or their directors, officers, advisors or respective affiliates who have agreed to vote in favor of this transaction purchase shares in privately negotiated transactions from Public Shareholders who have already elected to exercise their redemption rights, such selling shareholder would be required to revoke their prior elections to redeem their shares. The purpose of such share purchases and other transactions would be to increase the likelihood of satisfaction of the requirements that (i) the Merger Agreement Proposal, the Advisory Charter Proposal, the Nasdaq Proposal, the Long-Term Incentive Plan Proposal and the Adjournment Proposal are approved by the affirmative vote of at least a majority of the votes cast by the holders of the issued ordinary shares present in person or

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represented by proxy at the extraordinary general meeting and entitled to vote on such matter, (ii) the Domestication Proposal and the Organizational Documents Proposal are approved by the affirmative vote of at least a two-thirds (2/3rds) majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter, (iii) the number of holders of Public Shares electing to redeem their Public Shares is limited and (iv) NuScale Corp’s net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) are at least $5,000,001 after giving effect to the Transactions and the PIPE Investment.

If such transactions described in the foregoing paragraph are effected, the consequence could be to cause the Transactions to be consummated in circumstances where such consummation could not otherwise occur. Purchases of shares by the persons described above would allow them to exert more influence over the approval of the proposals to be presented at the extraordinary general meeting and would likely increase the chances that such proposals would be approved. We will file or submit a Current Report on Form 8-K to disclose any material arrangements entered into or significant purchases made by any of the aforementioned persons that would affect the vote on the proposals to be put to the extraordinary general meeting or the redemption threshold. Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons.

The existence of financial and personal interests of one or more of Spring Valley’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of Spring Valley and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, Spring Valley’s officers have interests in the Transactions that may conflict with your interests as a shareholder.

Stock Exchange Listing

We expect to list the shares of NuScale Corp Class A Common Stock and warrants to purchase shares of NuScale Corp Class A Common Stock on the Nasdaq under the proposed symbols “SMR” and “SMRWS,” respectively.

Sources and Uses of Cash for the Transactions

The following tables summarize the sources and uses of cash in connection with the Transactions, assuming (i) none of Spring Valley’s outstanding Public Shares are redeemed in connection with the Transactions and (ii) all 23,000,000 Spring Valley Class A ordinary shares are redeemed in connection with the Transactions. Both the Assuming No Redemptions (as defined below) scenario and the Assuming Maximum Redemptions (as defined below) scenario assume that the per share redemption price is $10.10; the actual per share redemption price will be equal to the pro rata portion of the Trust Account calculated as of two business days prior to the consummation of the Transactions.

Estimated Sources and Uses of Cash (No Redemption)

Source of Funds(1)			Uses(1)
Existing Cash held in Trust Account(2)	$	232,316,486	Remaining Cash on Balance Sheet	$	400,316,486
PIPE Investment	​	211,000,000	Transaction Fees and Expenses	​	43,000,000
Total Sources	$	443,316,486	Total Uses	$	443,316,486

(1)

Totals might be affected by rounding.

(2)

Approximate as of September 30, 2021.

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Estimated Sources and Uses of Cash (Maximum Redemptions)

Source of Funds(1)			Uses(1)
Existing Cash held in Trust Account(2)	$	232,316,486	Remaining Cash on Balance Sheet	$	168,016,486
PIPE Investment	​	211,000,000	Spring Valley public redemption(3)	​	232,300,000
​	​	​	Transaction Fees and Expenses	​	43,000,000
Total Sources	$	443,316,486	Total Uses	$	443,316,486

(1)

Totals might be affected by rounding.

(2)

Approximate as of September 30, 2021.

(3)

Based on 23,000,000 Spring Valley Class A ordinary shares subject to possible redemption, which assumes the maximum number of Spring Valley Class A ordinary shares that can be redeemed at $10.10 per share.

Expected Accounting Treatment of the Transactions (page 107)

The Domestication

There will be no accounting effect or change in the carrying amount of the consolidated assets and liabilities of Spring Valley as a result of the Domestication. The business, capitalization, assets and liabilities and financial statements of NuScale Corp immediately following the Domestication will be the same as those of Spring Valley immediately prior to the Domestication.

The Merger

The Merger is expected to be accounted for as a reverse recapitalization as provided under GAAP. Under GAAP, Spring Valley is expected to be treated as the “acquired” company. This determination was primarily based on existing NuScale Equityholders comprising a relative majority of the expected voting power of the combined company, NuScale LLC’s operations prior to the acquisition comprising the only ongoing operations of NuScale Corp, NuScale LLC’s senior management comprising a majority of the senior management of NuScale Corp, and NuScale LLC initially designating a majority of the NuScale Corp Board. Accordingly, the financial statements of the combined entity will represent a continuation of the financial statements of NuScale LLC with the Merger being treated as the equivalent of NuScale LLC issuing equity for the net assets of Spring Valley, accompanied by a recapitalization. The net assets of NuScale LLC will be stated at historical cost, with no incremental goodwill or other intangible assets recorded for the effects of the Merger with Spring Valley.

Comparison of Corporate Governance and Shareholder Rights (page 250)

Following the consummation of the Transactions, the rights of Spring Valley shareholders who become NuScale Corp stockholders as a result of the Transactions will no longer be governed by the Existing Organizational Documents and instead will be governed by the Proposed Charter and the Proposed Bylaws of NuScale Corp. See “Proposal No. 2 — The Domestication Proposal — Comparison of Corporate Governance and Shareholder Rights” beginning on page 123.

Summary of Risk Factors (page 43)

The transactions described in this Proxy Statement/Prospectus and the investment in our securities involve significant risks, and you should carefully read and consider the factors discussed under “Risk Factors.” The following is a summary of some of these risks. If any of the following events occur, our business, financial condition and operating results may be materially adversely affected. In that event, the trading price of our securities could decline, and you could lose all or part of your investment.

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Risks Related to Our Structure and Governance

•

If the Transactions are consummated, we would be subject to risks related to our dependency on NuScale LLC to pay taxes, make payments under the Tax Receivable Agreement and pay dividends;

•

In certain cases, payments under the Tax Receivable Agreement may be accelerated and/or significantly exceed the actual tax benefits NuScale Corp realizes.

•

If NuScale LLC were treated as a corporation for United States federal income tax or state tax purposes, then the amount available for distribution by NuScale LLC could be substantially reduced and the value of NuScale Corp shares could be adversely affected;

•

NuScale Corp will be a “controlled company” under Nasdaq listing standards, and as a result, its stockholders may not have certain corporate protections that are available to stockholders of companies that are not controlled companies;

Risks Related to NuScale LLC’s Business and Industry

•

NuScale LLC has not yet delivered an NPM to a customer or entered into a binding contract with a customer to deliver NPMs, and there is no guarantee that it will be able to do so;

•

Competitors in China and Russia currently operate commercial SMRs and may have advantages in marketing their SMRs to potential customers;

•

NuScale LLC may be unable to charge Utah Associated Municipal Power Systems (UAMPS), its first customer, for some costs NuScale LLC has incurred and it may be required to reimburse UAMPS if NuScale LLC fails to achieve specified performance measures;

•

Any delays in the development and manufacture of NPMs and related technology, the failure of any commercial or demonstration missions, or the failure to timely deliver NPMs to customers may adversely impact NuScale LLC’s business and financial condition;

•

NuScale LLC has incurred significant losses since inception, expects to incur losses in the future, and may not be able to achieve or maintain profitability;

•

The cost of electricity generated from nuclear sources may not be cost competitive with other electricity generation sources in some markets, and NuScale LLC may fail to effectively incorporate updates to the design, construction, and operations of NuScale LLC plants to ensure cost competitiveness, which could materially and adversely affect NuScale LLC’s business;

•

The market for SMRs is not yet established and may not achieve the growth potential expected or may grow more slowly than expected;

•

NuScale LLC’s commercialization strategy relies heavily on its relationship with Fluor, and other strategic investors and partners, who may have interests that diverge from NuScale LLC and who may not be easily replaced if their relationships terminate;

•

If manufacturing and construction issues are not identified prior to design finalization, long-lead procurement, and/or module fabrication, then those issues will be realized during production, fabrication, or construction and may impact plant deployment cost and schedule;

•

NuScale LLC and its customers operate in a politically sensitive environment, and may be affected by the public perception of nuclear energy and accidents, terrorist attacks or other high profile events involving nuclear materials;

•

NuScale LLC’s supply base may not be able to scale to the production levels necessary to meet sales projections, and a lack of availability and cost of component raw materials may affect the manufacturing processes for plant equipment and increase NuScale LLC’s costs;

•

NuScale LLC may be unable to adequately protect its intellectual property rights, in particular its rights in non-U.S. jurisdictions, and may be subject to infringement claims from others;

•

There is substantial doubt about NuScale LLC’s ability to continue as a going concern, and it may require additional future funding whether or not the Transactions are completed;

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•

NuScale LLC’s SDA application for the 77 MWe power module has not yet been submitted to the NRC, and its approval is not guaranteed;

•

NuScale LLC’s design is only approved in the United States and it must obtain approvals on a country-by-country basis before it can sell its products abroad, which approvals may be delayed or denied or which may require modification to its design;

•

NuScale LLC’s customers must obtain additional, site-specific regulatory approvals before they can construct power plants using NPMs, which may be delayed or denied;

•

NuScale LLC’s business is subject to a wide variety of extensive and evolving laws and regulations — including export and import controls, nuclear material and nuclear power regulations, and environmental regulations — and changes in and/or failure to comply with such laws and regulations could have a material adverse effect on its business;

Risks Related to the Transactions and Spring Valley

•

We are subject to risks related to the significant subjectivity of our valuation methodologies and decision not to obtain third-party valuation in determining whether or not to pursue the Transactions;

•

The interests of the Initial Shareholders and our executive officers are different, or in addition to, the interests of our shareholders, which may give rise to actual or perceived conflicts of interest in connection with the Transactions;

•

The ability of our Public Shareholders to exercise redemption rights with respect to a large number of our Public Shares may not allow us to complete the most desirable business combination or optimize the capital structure of NuScale Corp;

•

Our Initial Shareholders, as well as NuScale LLC, our directors, executive officers, advisors and their affiliates may elect to purchase Public Shares prior to the consummation of the Transactions, which may influence the vote on the Transactions and reduce the public “float” of our Spring Valley Class A ordinary shares;

•

If third parties bring claims against us, the proceeds held in the Trust Account could be reduced and the per share redemption amount received by shareholders may be less than $10.00 per share;

•

We are subject to risks related to the sale of total outstanding shares after the immediate resale restrictions have elapsed, which could cause the market price of NuScale Corp Common Stock to drop significantly;

•

Spring Valley Warrants will become exercisable for NuScale Corp Common Stock, which, if exercised, would increase the number of shares eligible for future resale in the public market and result in dilution to our stockholders;

•

We may redeem your unexpired Spring Valley Public Warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless;

•

We are subject to risks related to effectuating the Domestication including potentially adverse tax consequences and less favorable shareholder rights under the DGCL than under Cayman Islands Law;

•

Spring Valley does not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for us to complete the Transactions even if a substantial majority of Public Shareholders have redeemed their shares;

•

Our directors may decide not to enforce the indemnification obligations of the Sponsor, resulting in a reduction in the amount of funds in the Trust Account available for distribution to Public Shareholders;

•

We may not have sufficient funds to satisfy indemnification claims of our directors and executive officers; and

•

If we are not able to complete the Merger with NuScale LLC nor able to complete another business combination by May 27, 2022 (or November 27, 2022 if extended at the Sponsor’s option), we would cease all operations except for the purpose of winding up and we would redeem Spring Valley

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Class A ordinary shares and liquidate the Trust Account, in which case Public Shareholders may only receive approximately $10.10 per share, or less than such amount in certain circumstances, and Spring Valley Public Warrants will expire worthless.

Emerging Growth Company

Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) exempts emerging growth companies (“EGCs”) from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a registration statement under the Securities Act declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with such standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-EGCs but any such election to opt out is irrevocable. We intend to take advantage of the benefits of this extended transition period.

We will remain an EGC until the earlier of: (1) the last day of the fiscal year (a) following the fifth anniversary of the closing of Spring Valley’s IPO, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common equity that is held by non-affiliates exceeds $700 million as of the end of the prior fiscal year’s second fiscal quarter; and (2) the date on which we have issued more than $1.00 billion in non-convertible debt securities during the prior three-year period. We expect to remain an EGC until December 31, 2025, the last day of the fiscal year following the fifth anniversary of the completion of our Initial Public Offering.

Controlled Company

Following the Merger, we will be a “controlled company” under Nasdaq rules, which means we will be exempt from certain Nasdaq corporate governance requirements, including the requirement to have a majority independent board of directors and compensation and nominating and governance committees comprised solely of independent directors

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SUMMARY UNAUDITED PRO FORMA
CONDENSED COMBINED FINANCIAL INFORMATION

The following summary unaudited pro forma condensed combined financial information (the “Summary Pro Forma Information”) gives effect to the Transactions and related transactions more fully described elsewhere. Notwithstanding its legal form, the Transactions will be accounted for as a reverse recapitalization as provided under U.S. GAAP. As such, Spring Valley will be treated as the “acquired” company and NuScale LLC will be treated as the acquirer. Accordingly, the Transactions will be treated as though NuScale LLC issued ownership interests for the net assets of Spring Valley, accompanied by a recapitalization. Operations prior to the Transactions will be those of NuScale LLC. The summary unaudited condensed combined pro forma balance sheet as of September 30, 2021 gives pro forma effect to the Transactions and related transactions as if they had occurred on September 30, 2021. The summary unaudited pro forma condensed combined statement of operations data for the nine months ended September 30, 2021 and the year ended December 31, 2020 both give pro forma effect to the Transactions and related transactions as if they had been consummated on January 1, 2020.

The Summary Pro Forma Information has been derived from and should be read in conjunction with both the more detailed historical information for NuScale LLC and Spring Valley appearing elsewhere in this Proxy Statement/Prospectus and the notes accompanying the unaudited pro forma condensed combined financial statements. The Summary Pro Forma Information appears for informational purposes only and may not be indicative of what NuScale Corp’s financial position or results of operations actually would have been had the Transactions been completed as of the dates indicated. In addition, the Summary Pro Forma Information is not indicative of NuScale Corp’s future financial position or operating results.

The Summary Pro Forma Information has been prepared using the assumptions below for the potential redemption by Public Shareholders for cash equal to their pro rata share of the aggregate amount in the Trust Account:

•

Assuming no Public Shareholders exercise redemption rights (“Assuming No Redemptions”); and

•

Assuming the Public Shareholders holding all 23,000,000 Spring Valley Class A ordinary shares exercise their redemption rights for an aggregate payment of $232,300,000 (based on the estimated per share redemption price of approximately $10.10 per share) from the Trust Account. Such amount represents the maximum number of Spring Valley Class A ordinary share redemptions that could occur (“Assuming Maximum Redemptions”).

​	Pro Forma Combined (Assuming No Redemptions)			Pro Forma Combined (Assuming Maximum Redemptions)
​	(in thousands, except share and per share data)
Selected Unaudited Pro Forma Condensed Combined	​	​	​	​	​	​
Statement of Operations Data for the Nine Months Ended September 30, 2021	​	​	​	​	​	​
Revenue	​	$	1,333	​	$	1,333
Net loss per share of common stock – basic and diluted	​	$	(0.32)	​	$	(0.35)
Weighted average number of shares of common stock outstanding – basic and diluted	​	​	48,323,805	​	​	24,671,337

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​	Pro Forma Combined (Assuming No Redemptions)			Pro Forma Combined (Assuming Maximum Redemptions)
​	(in thousands, except share and per share data)
Selected Unaudited Pro Forma Condensed Combined	​	​	​	​	​	​
Statement of Operations Data for the Year Ended December 31, 2020	​	​	​	​	​	​
Revenue	​	$	600	​	$	600
Net loss per share of common stock – basic and diluted	​	$	(0.46)	​	$	(0.51)
Weighted average number of shares of common stock outstanding – basic and diluted	​	​	48,323,805	​	​	24,671,337

​	Pro Forma Combined (Assuming No Redemptions)			Pro Forma Combined (Assuming Maximum Redemptions)
​	(in thousands)
Selected Unaudited Pro Forma Combined	​	​	​	​	​	​
Balance Sheet Data as of September 30, 2021	​	​	​	​	​	​
Total assets	​	$	557,696	​	$	325,396
Total liabilities	​	$	77,802	​	$	77,802
Total equity	​	$	479,894	​	$	247,594

The following summarizes the NuScale Corp Common Stock outstanding under the two redemption scenarios:

​	Assuming No Redemptions				Assuming Maximum Redemptions
​	Shares		%		Shares		%
Spring Valley Class A Shareholders	​	23,000,000	​	10.2	​	—	​	0.0
Spring Valley Founders(1)	​	4,023,803	​	1.8	​	3,371,335	​	1.7
Total Spring Valley	​	27,023,803	​	12.0	​	3,371,335	​	1.7
NuScale Equityholders	​	177,782,129	​	78.6	​	177,782,129	​	87.8
PIPE Shares	​	21,300,002	​	9.4	​	21,300,002	​	10.5
Total Shares at Closing (excluding shares below)	​	226,105,934	​	100.0	​	202,453,466	​	100.0
Remaining NuScale Consideration Shares – upon Exercise of NuScale Corp Options	​	15,485,125	​	​	​	15,485,125	​	​
Other – Earn Out Shares(1)	​	1,726,197	​	​	​	1,374,869	​	​
Total Diluted Shares at Closing (including shares above)	​	243,317,256	​	​	​	219,313,460	​	​

(1)

Pursuant to the Sponsor Letter Agreement, if available cash is less than $432 million, at the Closing, Sponsor shall forfeit and cancel a number of Spring Valley Founder Shares equal to $1,003,796 in the Assuming Maximum Redemption scenario. Spring Valley Founders Shares includes “Earn Out Shares”. Fifty percent of the Earn Out Shares vest, pursuant to the Sponsor Letter Agreement, if NuScale Corp trades at $12.00 per share or higher on the Closing Date or if, over any 20 trading days within a 30-day window during the 60 months following the closing, the dollar volume-weighted average price (“VWAP”) is greater than or equal to $12.00 per share. The remainder of the Earn Out Shares vest if NuScale Corp trades at $14.00 per share or higher on the closing date or if, over any 20 trading days within a 30-day window during the 60 months following the closing, the VWAP is greater than or equal to $12.00 per share.

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MARKET PRICE, TICKER SYMBOL AND DIVIDEND INFORMATION

Spring Valley

Spring Valley’s Units, Spring Valley Class A ordinary shares and Spring Valley Public Warrants are currently listed on the Nasdaq under the symbols “SVSVU,” “SV” and “SVSVW,” respectively.

The closing price of the Units, Spring Valley Class A ordinary shares and Spring Valley Public Warrants on December 13, 2021, the last trading day before announcement of the execution of the Merger Agreement, was $10.18, $9.95 and $0.52, respectively. As of           , 2022, the record date for the Special Meeting, the most recent closing price of the Units, Spring Valley Class A ordinary shares and Spring Valley Public Warrants was $      , $      and $      , respectively.

Holders of the Units, Spring Valley Class A ordinary shares and Spring Valley Public Warrants should obtain current market quotations for their securities. The market price of Spring Valley’s securities could vary at any time before consummation of the Transactions.

Holders

As of September 30, 2021, there was one holder of record of Spring Valley’s Units, one holder of record of Spring Valley Class A ordinary shares and one holder of record of Spring Valley Public Warrants. The number of holders of record does not include a substantially greater number of “street name” holders or beneficial holders whose Units, Public Shares and Spring Valley Public Warrants are held of record by banks, brokers and other financial institutions.

Dividend Policy

Spring Valley has not paid any cash dividends on its ordinary shares to date and does not intend to pay cash dividends prior to the completion of the Transactions. The payment of cash dividends in the future will be dependent upon NuScale Corp’s revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of the Transactions. The payment of any cash dividends subsequent to the Transactions will be within the discretion of the NuScale Corp Board at such time. NuScale Corp’s ability to declare dividends may also be limited by restrictive covenants pursuant to any debt financing and applicable law.

NuScale LLC

Historical market price information for NuScale LLC’s membership interests is not provided because there is no public market for any membership interest of NuScale LLC.

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RISK FACTORS

We have identified the following risks and uncertainties that may have a material adverse effect on our business, financial condition, results of operations or reputation. The risks described below are not the only risks we face. Additional risks not presently known to us or that we currently believe are not material may also significantly affect our business, financial condition, results of operations or reputation. Our business could be harmed by any of these risks. In assessing these risks, you should also refer to the other information contained in this Proxy Statement/Prospectus, including our financial statements and related notes.

Risks Related to Our Structure and Governance

NuScale Corp will be a holding company and its only material asset after completion of the Transactions will be its interest in NuScale LLC, and it is accordingly dependent upon distributions made by its subsidiaries to pay taxes, make payments under the Tax Receivable Agreement and pay dividends.

Upon completion of the Transactions, NuScale Corp will be a holding company with no material assets other than its ownership of the NuScale LLC Common Units. As a result, NuScale Corp will have no independent means of generating revenue or cash flow. NuScale Corp’s ability to pay taxes, cause NuScale LLC to make payments under the Tax Receivable Agreement, and pay dividends will depend on the financial results and cash flows of NuScale LLC and the distributions it receives (directly or indirectly) from NuScale LLC. Deterioration in the financial condition, earnings or cash flow of NuScale LLC for any reason could limit or impair its ability to pay such distributions. Additionally, to the extent that NuScale Corp needs funds and NuScale LLC is restricted from making such distributions under applicable law or regulation or under the terms of any financing arrangements, or NuScale LLC is otherwise unable to provide such funds, it could materially adversely affect NuScale Corp’s liquidity and financial condition.

Subject to the discussion herein, NuScale LLC will continue to be treated as a partnership for United States federal income tax purposes and, as such, generally will not be subject to any entity-level United States federal income tax. Instead, taxable income will be allocated to holders of NuScale LLC Units. Accordingly, NuScale Corp will be required to pay income taxes on its allocable share of any net taxable income from NuScale LLC. Under the terms of the A&R NuScale LLC Agreement, NuScale LLC is obligated to make tax distributions to holders of the NuScale LLC Common Units calculated at certain assumed tax rates. In addition to income taxes, NuScale Corp is also expected to incur expenses related to its operations, including payment obligations under the Tax Receivable Agreement, which could be significant, and some of which will be reimbursed by NuScale LLC (excluding payment obligations under the Tax Receivable Agreement). NuScale Corp intends to cause NuScale LLC to make ordinary distributions and tax distributions to holders of the NuScale LLC Units on a pro rata basis in amounts sufficient to cover all applicable taxes, relevant operating expenses, payments under the Tax Receivable Agreement and dividends, if any, declared by NuScale Corp. However, as discussed above, NuScale LLC’s ability to make such distributions may be subject to various limitations and restrictions, including, but not limited to, retention of amounts necessary to satisfy the obligations of NuScale LLC and restrictions on distributions that would violate any applicable restrictions contained in NuScale LLC’s debt agreements, any applicable law or that would have the effect of rendering NuScale LLC insolvent. To the extent that NuScale Corp is unable to make payments under the Tax Receivable Agreement for any reason, such payments will be deferred and will accrue interest until paid; provided, however, that nonpayment for a specified period may constitute a breach of a material obligation under the Tax Receivable Agreement and therefore accelerate payments under the Tax Receivable Agreement, which could be substantial.

Additionally, although NuScale LLC generally will not be subject to any entity-level United States federal income tax, it may be liable under recent United States federal tax legislation for adjustments to prior year tax returns, absent an election to the contrary. In the event NuScale LLC’s calculations of taxable income are incorrect, NuScale LLC and its members, including NuScale Corp, in later years may be subject to material liabilities pursuant to this legislation and its related guidance.

If NuScale LLC were treated as a corporation for United States federal income tax or state tax purposes, then the amount available for distribution by NuScale LLC could be substantially reduced and the value of NuScale Corp shares could be adversely affected.

An entity that would otherwise be classified as a partnership for United States federal income tax purposes (such as NuScale LLC) may nonetheless be treated as, and taxable as, a corporation if it is a

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“publicly traded partnership” unless an exception to such treatment applies. An entity that would otherwise be classified as a partnership for United States federal income tax purposes will be treated as a “publicly traded partnership” if interests in such entity are traded on an established securities market or interests in such entity are readily tradable on a secondary market or the substantial equivalent thereof. If NuScale LLC is determined to be treated as a “publicly traded partnership” ​(and taxable as a corporation) for United States federal income tax purposes, it would be taxable on its income at the United States federal income tax rates applicable to corporations and distributions by NuScale LLC to its partners (including NuScale Corp) could be taxable as dividends to such partners to the extent of the earnings and profits of NuScale LLC. In addition, we would no longer have the benefit of increases in the tax basis of NuScale LLC’s assets as a result of exchanges of NuScale LLC Common Units. Pursuant to the A&R NuScale LLC Agreement, certain NuScale Equityholders may, from time to time, subject to the terms of the A&R NuScale LLC Agreement, exchange their interests in NuScale LLC and have such interests redeemed by NuScale LLC for cash or NuScale Corp Class A Common Stock. While such exchanges could be treated as trading in the interests of NuScale LLC for purposes of testing “publicly traded partnership” status, the A&R NuScale LLC Agreement contains restrictions on redemptions and exchanges of interests in NuScale LLC that are intended to prevent NuScale LLC entities from being treated as a “publicly traded partnership” for United States federal income tax purposes. Such restrictions are designed to comply with certain safe harbors provided for under applicable United States federal income tax law. NuScale Corp may also impose additional restrictions on exchanges that it determines to be necessary or advisable so that NuScale LLC is not treated as a “publicly traded partnership” for United States federal income tax purposes. Accordingly, while such position is not free from doubt, NuScale LLC is expected to be operated such that it is not treated as a “publicly traded partnership” taxable as a corporation for United States federal income tax purposes and we intend to take the position that NuScale LLC is so treated as a result of exchanges of its interests pursuant to the A&R NuScale LLC Agreement.

Pursuant to the Tax Receivable Agreement, NuScale Corp will be required to pay to certain NuScale Equityholders 85% of certain tax benefits, if any, that it realizes (or in certain cases is deemed to realize) as a result of any increases in tax basis and related tax benefits resulting from any exchange of NuScale LLC Units for shares of NuScale Corp Class A Common Stock or cash in the future, and those payments may be substantial.

The NuScale Equityholders may in the future exchange their NuScale LLC Units, together with the cancelation for no consideration of an equal number of shares of NuScale Corp Class B Common Stock, for NuScale Corp Class A Common Stock (or cash), subject to certain restrictions. Such transactions are expected to result in increases in NuScale Corp’s share of the tax basis of the tangible and intangible assets of NuScale LLC. These increases in tax basis may result in increased tax depreciation and amortization deductions and therefore reduce the amount of income or franchise tax that NuScale Corp would otherwise be required to pay in the future had such sales and exchanges never occurred.

In connection with the Closing, NuScale Corp will enter into the Tax Receivable Agreement with NuScale LLC, each of the TRA Holders (as defined in the Tax Receivable Agreement) party thereto and Fluor, in its capacity as TRA Representative (as defined in the Tax Receivable Agreement). Pursuant to the Tax Receivable Agreement, NuScale Corp will be required to pay 85% of certain tax benefits, if any, that it realizes (or in certain cases is deemed to realize) as a result of any increases in tax basis and other tax benefits resulting from any exchange of NuScale LLC Units for shares of NuScale Corp Class A Common Stock or cash in the future. NuScale Corp’s obligations under the Tax Receivable Agreement accelerate upon a change in control and certain other termination events, as defined therein. These payments are the obligation of NuScale Corp and not of NuScale LLC. The actual increase in NuScale Corp’s allocable share of NuScale LLC’s tax basis in its assets, as well as the amount and timing of any payments under the Tax Receivable Agreement, will vary depending upon a number of factors, including the timing of exchanges, the market price of the NuScale Corp Class A Common Stock at the time of the exchange, the extent to which such exchanges are taxable and the amount and timing of the recognition of NuScale Corp’s income. While many of the factors that will determine the amount of payments that NuScale Corp will make under the Tax Receivable Agreement are outside of its control, NuScale Corp expects that the payments it will make under the Tax Receivable Agreement will be substantial and could have a material adverse effect on NuScale Corp’s financial condition. Any payments made by NuScale Corp under the Tax Receivable Agreement will generally reduce the amount of overall cash flow that might have otherwise been available to

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NuScale Corp. To the extent that NuScale Corp is unable to make timely payments under the Tax Receivable Agreement for any reason, the unpaid amounts will be deferred and will accrue interest until paid; however, nonpayment for a specified period may constitute a material breach of a material obligation under the Tax Receivable Agreement and therefore accelerate payments due under the Tax Receivable Agreement, as further described below. Furthermore, NuScale Corp’s future obligation to make payments under the Tax Receivable Agreement could make it a less attractive target for an acquisition, particularly in the case of an acquirer that cannot use some or all of the tax benefits that may be deemed realized under the Tax Receivable Agreement. See the section entitled “Certain Relationship and Related Party Transactions — Tax Receivable Agreement.”

In certain cases, payments under the Tax Receivable Agreement may exceed the actual tax benefits NuScale Corp realizes.

Payments under the Tax Receivable Agreement will be based on the tax reporting positions that NuScale Corp determines, and the U.S. Internal Revenue Service (“IRS”) or another taxing authority may challenge all or any part of the tax basis increases, as well as other tax positions that NuScale Corp takes, and a court may sustain such a challenge. In the event that any tax benefits initially claimed by NuScale Corp are disallowed, the NuScale Equityholders will not be required to reimburse NuScale Corp for any excess payments that may previously have been made under the Tax Receivable Agreement, for example, due to adjustments resulting from examinations by taxing authorities. Rather, excess payments made to such holders will be netted against any future cash payments otherwise required to be made by NuScale Corp under the Tax Receivable Agreement, if any, after the determination of such excess. However, a challenge to any tax benefits initially claimed by NuScale Corp may not arise for a number of years following the initial time of such payment or, even if challenged early, such excess cash payment may be greater than the amount of future cash payments that NuScale Corp might otherwise be required to make under the terms of the Tax Receivable Agreement and, as a result, there might not be future cash payments against which to net. As a result, in certain circumstances NuScale Corp could make payments under the Tax Receivable Agreement in excess of NuScale Corp’s actual income tax savings, which could materially impair NuScale Corp’s financial condition.

Moreover, the Tax Receivable Agreement provides that, in certain events, including a change of control, breach of a material obligation under the Tax Receivable Agreement, or NuScale Corp exercise of early termination rights, NuScale Corp obligations under the Tax Receivable Agreement will accelerate and NuScale Corp will be required to make a lump-sum cash payment to the NuScale Equityholders party to the Tax Receivable Agreement equal to the present value of all forecasted future payments that would have otherwise been made under the Tax Receivable Agreement, which lump-sum payment would be based on certain assumptions, including those relating to NuScale Corp future taxable income. The lump-sum payment could be substantial and could exceed the actual tax benefits that NuScale Corp realizes subsequent to such payment because such payment would be calculated assuming, among other things, that NuScale Corp would have certain tax benefits available to it and that NuScale Corp would be able to use the potential tax benefits in future years.

There may be a material negative effect on NuScale Corp’s liquidity if the payments required to be made by NuScale Corp under the Tax Receivable Agreement exceed the actual income or franchise tax savings that NuScale Corp realizes. Furthermore, NuScale Corp’s obligations to make payments under the Tax Receivable Agreement could also have the effect of delaying, deferring or preventing certain mergers, asset sales, other forms of business combinations or other changes of control.

Risks Related to NuScale LLC’s Business and Industry

The following risk factors will apply to NuScale LLC’s business and operations following the completion of the Transactions. These risk factors are not exhaustive, and investors are encouraged to perform their own investigation with respect to the business, financial condition, and prospects of NuScale LLC and its business, financial condition, and prospects following the completion of the Transactions. You should carefully consider the following risk factors in addition to the other information included in this Proxy Statement/Prospectus, including matters addressed in the section titled “Cautionary Statement Regarding Forward-Looking Statements.” NuScale LLC may face additional risks and uncertainties that are not presently known to it, or

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that it currently deems immaterial, which may also impair NuScale LLC’s business or financial condition. The following discussion should be read in conjunction with the financial statements of NuScale LLC and notes to the financial statements included herein.

Unless the context otherwise requires, all references in this subsection to the “Company,” “we,” “us” or “our” refer to the business of NuScale LLC.

Commercialization Risk Factors

We have not yet commercialized or sold NPMs, and a number of factors could prevent, delay or hinder commercialization.

We have not yet entered into a binding contract with a customer to deliver NPMs, and there is no guarantee that we will be able to do so.

The planned initial deployment of our NPM is subject to NuScale LLC reaching a binding agreement for its scope of supply with Utah Associated Municipal Power Systems (“UAMPS”) and UAMPS reaching a binding engineering, procurement, and construction (“EPC”) contract with Fluor. If NuScale LLC and Fluor do not enter into binding agreements with UAMPS, deployment of our NPM, power plants, and ongoing services could be significantly delayed, which could have a material adverse effect on our business and financial condition. Memoranda of understanding we have entered into with other potential purchasers are contingent, and may not result in binding agreements for the purchase of our products or services.

Competitors in China and Russia currently operate commercial SMRs, and may have advantages in marketing their SMRs to potential customers.

Competitors in Russia and China, such as Rosatom and China National Nuclear Corporation, currently operate commercial SMRs in those countries. Although their SMR designs have not been approved by the NRC or in any jurisdiction outside of their native countries, those competitors may have a competitive advantage if they are able to obtain approval comparable to Standard Design Approval (“SDA”), or if they can otherwise demonstrate to potential customers the value and benefits of their SMRs, particularly in jurisdictions that have less stringent regulatory requirements. In addition, these competitors may have access to greater government or other funding to develop and commercialize their SMRs than we do.

We may be unable to charge UAMPS, our first customer, for some costs we have incurred and we may be required to reimburse UAMPS if we fail to achieve specified performance measures.

We entered into a Cost Sharing Option Agreement and a Subaward Agreement in 2015 (collectively, the “CSO and Subaward Agreements”) that facilitate sharing a DOE award with UAMPS for early siting and licensing for the Carbon Free Power Project (“CFPP”). Under those agreements, the DOE has been paying half of the costs and UAMPS and NuScale LLC have shared the other half. We have incurred reimbursable costs of $4.1 million under the CSO and Subaward Agreements. If UAMPS determines to file a license application with the NRC for the CFPP, UAMPS must then pay us for those costs; however, if UAMPS, or its wholly-owned subsidiary, CFPP LLC, does not file a license application, we will be unable to bill those costs to UAMPS.

In conjunction with certain agreements related to the CFPP awarded to Fluor, pursuant to which we are developing the NRC license application for the CFPP and performing other site licensing and development activities, we entered into a Development Cost Reimbursement Agreement with UAMPS (the “DCRA”). Under the DCRA, we may be obligated to refund to UAMPS a percentage of its net development costs up to a specified cap, which vary based on the stage of project development, if (1) at specified times in the development of the CFPP, the estimated cost of electricity (based on increasingly accurate project cost estimates at various stages of development) exceeds an agreed target cost of $58.00/megawatt-hour (subject to adjustment as specified in the DCRA), or if Fluor does not timely provide a required comparison (which we refer to as an economic competitive test, or “ECT”), (2) the NRC does not issue design certification for the NuScale design by March 31, 2023, (3) the NRC does not issue SDA for the NuScale design within one year after the NRC’s published date for such approval after acceptance of the SDA application, or

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(4) NuScale LLC materially breaches the DCRA and the DCRA is terminated for cause. The reimbursement percentage and cap is 100% and $57 million until UAMPS or CFPP LLC submit a combined construction and operating license for approval to the NRC (“COLA”). After the COLA is submitted, the reimbursement percentage is 20% and (a) the cap for an ECT failure before final notice to proceed with NuScale plant construction is $60 million and (b) the cap for termination of the DCRA for cause is $120 million through deliver of a “Class 2” project cost estimate (an estimate that is accurate within -15% to +20%) and thereafter $180 million through the final notice to proceed, which requires a “Class 1” project cost estimate (an estimate that is accurate within -10% to +15%).

Any delays in the development and manufacture of NPMs and related technology may adversely impact our business and financial condition.

We have previously experienced, and may experience in the future, delays or other complications in the design, manufacture, production and delivery of NPMs and related technology that could prevent us from delivering NPMs in 2027 or beyond. If delays like this recur, if our remediation measures and process changes do not continue to be successful, if we fail to find a satisfactory manufacturer or if we experience issues with planned manufacturing activities or design and safety, we could experience issues or delays in sustaining or further increasing production and sales of NPMs.

If we encounter difficulties in scaling our production and delivery capabilities, if we fail to develop and successfully commercialize our NPMs and related technologies, if we fail to develop such technologies before our competitors or if such technologies fail to perform as expected, are inferior to those of our competitors or are perceived as less safe than those of our competitors, our business and financial condition could be materially and adversely impacted.

We have not yet delivered NPMs to customers, and any setbacks we may experience during our first commercial delivery planned for 2028 and other demonstration and commercial missions could have a material adverse effect on our business, financial condition and results of operation, and could harm our reputation.

The success of our business will depend on our ability to successfully deliver NPMs to customers on-time and on-budget at guaranteed performance levels, which would tend to establish greater confidence in our subsequent customers. There is no guarantee that our planned NPM deployments will be successful. There can be no assurance that we will not experience operational or process failures and other problems during our first commercial deployment or any planned deployment thereafter. Any failures or setbacks, particularly on our first commercial deployments, could harm our reputation and have a material adverse effect on our business and financial condition.

Any actual or perceived safety or reliability issues may result in significant reputational harm to our businesses, in addition to tort liability and other costs that may arise. Such issues could result in delaying or cancelling planned deployments of NPMs, increased regulation, or other systemic consequences. Our inability to meet our safety standards or adverse publicity affecting our reputation as a result of accidents or mechanical failures could have a material adverse effect on our business and financial condition.

We have incurred significant losses since inception, we expect to incur losses in the future, and we may not be able to achieve or maintain profitability.

We have incurred significant losses since our inception well beyond the support we have received through cost-sharing awards from the DOE. We have not yet delivered NPMs or VOYGR plants to customers, and it is difficult for us to predict our future operating results. As a result, our losses may be larger than anticipated, and we may not achieve profitability when expected or at all; even if we do, we may not be able to maintain or increase profitability.

We expect our operating expenses to increase over the next several years as we commence deployment of NPMs, continue to refine and streamline our design and manufacturing processes for our NPMs, make technical improvements, hire additional employees and continue research and development efforts relating to new products and technologies. These efforts may be more costly than we expect and may not result in increased revenue, profits or growth in our business. Any failure to increase our revenue sufficiently to keep pace with our expenses could prevent us from achieving or maintaining profitability or positive cash flow.

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Furthermore, if our future growth and operating performance fail to meet investor or analyst expectations, or if we have future negative cash flow or losses resulting from our investment in acquiring customers or expanding our operations, this could have a material adverse effect on our business and financial condition.

The cost of electricity generated from nuclear sources may not be cost competitive with other electricity generation sources in some markets, which could materially and adversely affect our business.

Some electricity markets experience very low power prices due to a combination of subsidized renewables and low-cost fuel sources, and NuScale LLC may not be able to compete in these markets unless the benefits of the carbon-free, reliable and/or resilient energy generation provided by our NPMs are sufficiently valued in the market. Given the relatively lower electricity prices in the United States when compared to many international markets, the risk may be greater with respect to business in the United States. Moreover, historically very low (or negative) market prices are the result of surplus generation that cannot be curtailed and are transitory. These low prices do not reflect a price to beat for NuScale’s technology.

The market for SMRs generating nuclear power is not yet established and may not achieve the growth potential we expect or may grow more slowly than expected.

The market for SMRs has not yet been established. Our estimates for the total addressable market are based on a number of internal and third-party estimates, including our potential contracted revenue, the number of potential customers who have expressed interest in our NPMs, assumed prices and production costs for our NPMs, our ability to leverage our current logistical and operational processes, and general market conditions. However, our assumptions and the data underlying our estimates may not be correct and the conditions supporting our assumptions or estimates may change at any time, thereby reducing the predictive accuracy of these underlying factors. As a result, our estimates of the annual total addressable market for our services, as well as the expected growth rate for the total addressable market for our services, may prove to be incorrect.

Our commercialization strategy relies heavily on our relationship with Fluor and other strategic investors and partners, who may have interests that diverge from ours and who may not be easily replaced if our relationships terminate.

We rely heavily upon our relationship with Fluor, our majority owner, and our relationships with other of our investors and strategic partners to commercialize our NPM and our other products and services. We granted Fluor certain rights to provide engineering, procurement and construction services in connection with NuScale LLC’s general plant design, project-specific designs and services typically performed by Fluor or its direct competitors. Similarly, we have entered into certain agreements with Doosan Heavy Industries and Construction Company, Ltd. (“Doosan”), IHI Corporation (“IHI”), and Sarens Nuclear & Industrial Services, LLC (“Sarens”) for certain planning, engineering, manufacturing and support activities, and JGC Holdings Corporation (“JGC”), an affiliate of Japan NuScale LLC Innovation, LLC, related to the EPC and commissioning of the first NuScale LLC plant in the United States and in other specific geographic areas, and with Samsung C&T Corporation (“Samsung C&T”) related to certain EPC activities.

Our strategic partners may have interests that diverge from our interests, and which may hinder our ability to negotiate sales to customers. If we lose our agreements with strategic partners, we may need to find new contractors who may have less experience designing and building nuclear plants. This could substantially hinder our ability to expand our production capacity and installation of VOYGR plants, and could affect our business and our prospects.

We may be unable to manage our future growth effectively, which could make it difficult to execute our business strategy.

If our operations grow as planned, we may need to expand our sales and marketing, research and development, supply and manufacturing functions, and there is no guarantee that we will be able to scale the business and the manufacture of NPMs as planned, as there is no guarantee that we will be able to find suitable locations or partners for the expanded manufacture and operation of our NPMs or to broaden our internal capabilities.

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Any failure to effectively incorporate updates to the design, construction, and operations of NuScale LLC plants to ensure cost competitiveness could reduce the marketability of the NuScale LLC design and has the potential to impact deployment schedules.

Updating the design, construction, and operations of NuScale LLC plants will be necessary to their competitiveness and attractiveness in the market, particularly in the United States where the price of power is generally lower. If we are not able to achieve and maintain cost-competitiveness in the United States or elsewhere, our business could be materially and adversely affected.

If manufacturing and construction issues are not identified prior to design finalization, long-lead procurement, and/or module fabrication, then those issues will be realized during production, fabrication, or construction and may impact plant deployment cost and schedule.

Our NPM design will be actively managed through design reviews, prototyping, involvement of external partners and application of industry lessons, but we could still fail to identify latent manufacturing and construction issues early enough to avoid negative effects on production, fabrication, construction or ultimate performance of our NPMs or plants. Where these issues arise at such later stages of deployment, plant deployment could be subject to greater costs or be significantly delayed, which could materially and adversely affect our business.

We and our customers operate in a politically sensitive environment, and the public perception of nuclear energy can affect our customers and us.

The risks associated with radioactive materials and the public perception of those risks can affect our business. Opposition by third parties can delay or prevent the construction of new nuclear power plants and can limit the operation of nuclear reactors. Adverse public reaction to developments in the use of nuclear power could directly affect our customers and indirectly affect our business. In the past, adverse public reaction, increased regulatory scrutiny and litigation have contributed to extended construction periods for new nuclear reactors, sometimes delaying construction schedules by decades or more or even shutting down operations. In addition, anti-nuclear groups in Germany successfully lobbied for the adoption of the Nuclear Exit Law in 2002, which requires the shutdown of all German nuclear power plants by 2022. Adverse public reaction could also lead to increased regulation or limitations on the activities of our customers, more onerous operating requirements or other conditions that could have a material adverse impact on our customers and our business.

Accidents involving nuclear power facilities, including but not limited to events similar to the Three Mile Island, Chernobyl and Fukushima Daiichi nuclear accidents, or terrorist acts or other high profile events involving radioactive materials could materially and adversely affect our customers and the markets in which we operate and increase regulatory requirements and costs that could materially and adversely affect our business.

Our future prospects are dependent upon a certain level of public support for nuclear power. Nuclear power faces strong opposition from certain competitive energy sources, individuals and organizations. The accident that occurred at the Fukushima nuclear power plant in Japan in 2011 increased public opposition to nuclear power in some countries, resulting in a slowdown in, or, in some cases, a complete halt to new construction of nuclear power plants, an early shut down of existing power plants or a dampening of the favorable regulatory climate needed to introduce new nuclear technologies all could negatively impact our business and prospects. As a result of the Fukushima accident, some countries that were considering launching new domestic nuclear power programs delayed or cancelled the preparatory activities they were planning to undertake as part of such programs. If accidents similar to the Fukushima disaster or other events, such as terrorist attacks involving nuclear facilities, occur, public opposition to nuclear power may increase, regulatory requirements and costs could become more onerous and customer demand for our NPMs could suffer, which could materially and adversely affect our business and operations.

Our supply base may not be able to scale to the production levels necessary to meet sales projections.

NuScale LLC does not have manufacturing assets and relies on third party manufacturers to build our NPMs and associated equipment. Moreover, we are dependent on future supplier capability to meet

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production demands attendant to our forecasts. If our supply chain cannot meet the schedule demands of the market, our projected sales revenues could be materially impacted.

Lack of availability and cost of component raw materials may affect the manufacturing processes for plant equipment and increase our costs.

Recent global supply chain disruptions have increasingly affected both the availability and cost of raw materials, component manufacturing and deliveries. These disruptions may result in delays in equipment deliveries and cost escalations that could adversely affect our business.

We are highly dependent on our senior management team and other highly skilled personnel, and if we are not successful in attracting or retaining highly qualified personnel, we may not be able to successfully implement our business strategy.

Our success depends, in significant part, on the continued services of our senior management team and on our ability to attract, motivate, develop and retain a sufficient number of other highly skilled personnel, including engineers, manufacturing and quality assurance, finance, marketing and sales personnel. Our senior management team has extensive experience in the energy and manufacturing industries, and we believe that their depth of experience is instrumental to our continued success. The loss of any one or more members of our senior management team, for any reason, including resignation or retirement, could impair our ability to execute our business strategy and have a material adverse effect on our business and financial condition if we are unable to successfully attract and retain qualified and highly skilled replacement personnel.

There is substantial doubt about our ability to continue as a going concern, and we may require additional future funding whether or not the Transactions are completed.

Based on our recurring losses and expectations to incur significant expenses and negative cash flows until at least 2024, management has identified substantial doubt about NuScale LLC’s ability to continue as a going concern through December 2022 if the Transactions are not completed, and in that case, we will require significant additional funding to continue our operations through commercialization. If we are unable to continue as a going concern, we may be forced to liquidate our assets and the values we receive for our assets in liquidation or dissolution could be significantly lower than the values reflected in our financial statements.

To date, we have not generated any material revenue, while we have substantial overhead expenses. We do not expect to generate meaningful revenue unless and until we are able to finalize development of and commercialize our SMR technology and related services, and we may not be able to do so on our anticipated timetable, if at all. We expect our expenses and capital expenditures to increase in connection with our ongoing activities, including developing and advancing our SMR and other products and services, obtaining NRC design certification of and SDA for our SMR and completing our manufacturing preparation and trials. In addition, upon the completion of the Transactions, we expect to incur additional costs associated with operating as a public company. Certain costs are not reasonably estimable at this time and we may require additional funding and our projections anticipate certain customer-sourced income that is not guaranteed.

We may seek to raise capital through private or public equity or debt financings or through other sources of financing. Adequate additional funding may not be available to us on acceptable terms or at all. Our failure to raise capital as and when needed could have a negative impact on our financial condition and our ability to pursue our business strategies. If we raise additional funds by issuing equity securities, our stockholders will experience dilution. If we raise additional capital through debt financing, we may be subject to covenants that restrict our operations including limitations on our ability to incur liens or additional debt, pay dividends, repurchase our securities, make certain investments, and engage in certain merger, consolidation or asset sale transactions. Any debt financing or additional equity that we raise may contain terms that are not favorable to us or our stockholders and members. If the needed financing is not available, or if the terms of financing are less desirable than we expect, we may be required to delay, scale back or terminate some or all of our research and development programs.

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Our funding plan relies on cost-shared funding provided through a cooperative agreement with the DOE. Significant funding has been received from the DOE under four separate cost-share awards granted since 2013. As of September 30, 2021, the DOE has obligated $153 million to the current program. The overall DOE contribution to NuScale LLC commercialization funding is more than $425 million. The current DOE award is a $700 million award ($350 million in government funding to be matched by $350 million in private funding), which is subject to Congressional appropriations. Funding is subject to at least annual Congressional appropriations, which may not be forthcoming. As part of our arrangements with the DOE, we granted the DOE a worldwide, nonexclusive, paid-up license to our intellectual property and to manufacture our SMR technology, and the right to sublicense those rights if specified conditions arise, including if the DOE terminates the award due to material failure to comply with the terms and conditions of the award, or if we fail to meet our cost-sharing obligations or cease developing our SMR. As a result, if we are unable to continue as a going concern, the value of our intellectual property, including in liquidation, may be difficult to assess.

Our ability to protect our patents and other proprietary rights may be challenged and is not guaranteed, exposing us to the possible loss of competitive advantage.

We rely upon a combination of patents, trademarks, copyrights, trade secret, and commercial agreements such as confidentiality agreements, assignment agreements, and license agreements to protect the intellectual property associated with our NPMs and related technologies. These measures prevent third parties from using, practicing, selling, manufacturing, or otherwise commercially exploiting our NPMs and related technologies, which would erode our competitive position in our market. Our success depends in large part on our ability to obtain and enforce patent protection for our NPMs, as well as our ability to operate without infringing on or violating the proprietary rights of others. We own and have licensed rights to patents and pending patent applications, and will continue to file patent applications claiming new technologies directed to NPMs in the United States and in other jurisdictions based on factors such as commercial viability.

As with all industries, the patent position of power modules and nuclear energy companies generally is uncertain and is not a guaranteed right. During the patent procurement process, a patent office may require us or our licensors to narrow the scope of the claims of our or our licensors’ pending and future patent applications. This may limit the scope of patent protection and our or our licensors’ ability to claim patent infringement if the patent application is subsequently issued. In some cases, a patent application may not issue if we or our licensors are unable to overcome rejections from a patent office. If a patent application does not issue, we or our licensors may lose trade secret that is disclosed and published in the patent application and third parties may be able to exploit such published information in our patent application. Additionally, even if we obtain a patent registration in one jurisdiction (e.g., the United States), we cannot guarantee that we will obtain a patent registration for the same or related patent application in another jurisdiction (e.g., China) as patent laws differ from jurisdiction to jurisdiction. Additionally, maintaining and enforcing patent rights can involve complex legal and factual questions and may be subject to litigation in some cases. For example, third parties may challenge the validity of our or our licensors’ patents based on prior art at a tribunal such as the Patent Trial and Appeal Board at the United States Patent and Trademark Office and/or in a federal court. Because we cannot assure that all of the potentially relevant prior art relating to our patents and patent applications has been found, third parties may prevail in invalidating a patent or preventing a patent application from being issued as a patent. If we or our licensors are able to maintain valid patents or prevail in patent challenges instituted by third parties, we or our licensors may still bear the risk of third parties “designing around” our technologies to avoid an intellectual property infringement claim.

We enjoy only limited geographical protection with respect to certain patents and may not be able to protect our intellectual property rights throughout the world.

We do not have worldwide patent rights for our NPMs and related technologies because there is no such thing as worldwide or “international patent rights.” Accordingly, we may not be able to protect our intellectual property rights in certain jurisdictions and their legal systems. Filing, prosecuting and defending patents on our NPMs worldwide can pose several challenges. First, procuring patent rights in multiple jurisdictions would be cost prohibitive because individual patent offices in different jurisdictions will have to examine each patent application separately. Therefore, costs such as examination fees, translation fees, and attorney fees are considered. Once a patent is registered, we or our licensors will also have the continued

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obligation of paying maintenance fees periodically to avoid patents from becoming abandoned or lapsed. Second, the breadth of claims in patents may vary from jurisdiction to jurisdiction. For instance, certain patent offices may require narrower claims, resulting in patent rights that are less extensive. Further, as noted above, we may not be able to obtain patents in some jurisdictions even if we obtain patents in other jurisdictions. Accordingly, our competitors may operate in countries where we do not have patent protection and can freely use our technologies and discoveries in such countries to the extent such technologies and discoveries are publicly known or disclosed in countries where we do have patent protection or pending patent applications.

In addition, many countries have compulsory licensing laws under which a patent owner may be compelled to grant licenses to third parties. Many countries also limit the enforceability of patents against government agencies or government contractors. In these countries, the patent owner may have limited remedies, which could materially diminish the value of such patent. If we or any of our licensors are forced to grant a license to third parties with respect to any patents relevant to our business, our competitive position may be impaired, and our business and financial condition may be adversely affected.

We may not identify relevant third-party patents or may incorrectly interpret the relevance, scope or expiration of a third-party patent, which might adversely affect our ability to develop and market NPMs.

We cannot guarantee that any of our patent searches or analyses, including the identification of relevant patents, the scope of patent claims or the expiration of relevant patents, are complete or thorough because there may be hundreds of thousands of relevant patents worldwide. We also cannot be certain that we have identified each and every third-party patent and pending application in the United States and abroad that is relevant to or necessary for the commercialization of NPMs in any jurisdiction. The scope of a patent claim is generally determined by an interpretation of the law, the written disclosure in a patent, and the patent’s prosecution history. Our interpretation of the relevance or the scope of a patent or a pending application may be incorrect or not accepted by a court of competent jurisdiction. Our determination of the expiration date of any patent in the United States or abroad that we consider relevant may be incorrect or inaccurate. Our failure to identify and correctly interpret relevant patents may negatively impact our ability to develop and market NPMs.

In addition, there are several circumstances under which a patent application may not be published and accessible to us or our licensors. For example, patent applications in the United States and many foreign jurisdictions are typically not published until 18 months after filing, but some patent applications in the United States may be maintained in secrecy until the patents are issued. Publications in the scientific literature also often lag behind actual discoveries. Therefore, we cannot be certain that others have not filed patent applications for technology covered by our issued patents or our pending applications, or that we were the first to invent the technology. Our competitors may have filed, and may in the future file, patent applications covering NPMs or technology similar to ours without us knowing. Any such patent application may have priority over our patent applications or patents, which could require us to procure rights to issued patents covering such technologies in order to avoid infringement claims.

We may be subject to claims of ownership and other rights to our patents and other intellectual property by third parties.

Our confidentiality and intellectual property assignment agreements with our employees, consultants, and contractors generally provide that inventions conceived by the party in the course of rendering services to us will be our exclusive intellectual property. While we require our employees, consultants, and contractors to assign such intellectual property to us in the event that the intellectual property is not automatically assigned (e.g., as work made for hire), those agreements may not be honored and obligations to assign intellectual property may be challenged or breached. Moreover, there may be some circumstances, where we are unable to negotiate for such ownership rights and/or others misappropriate those rights in the process.

We may be subject to claims that former employees, collaborators, or other third parties have an interest in our patents or other intellectual property as an owner, a joint owner, a licensee, an inventor, or a co-inventor. In the latter two cases, the failure to name the proper inventors on a patent application can result in the patents issuing thereon being unenforceable. Inventorship disputes may arise from conflicting views

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regarding the contributions of different individuals named as inventors, the effects of foreign laws where foreign nationals are involved in the development of the subject matter of the patent, conflicting obligations of third parties involved in developing our power modules or as a result of questions regarding co-ownership of potential joint inventions. Litigation may be necessary to resolve these and other claims challenging inventorship and/or ownership. Alternatively, or additionally, we may enter into agreements to clarify the scope of our rights in such intellectual property. If we fail in defending any such claims, in addition to paying monetary damages, we may lose exclusive ownership of, or right to use or license valuable intellectual property. Such an outcome could have a material adverse effect on our business. Even if we are successful in defending against such claims, litigation could result in substantial costs and be a distraction to management and other employees.

Regulatory Risk Factors

Our SDA application for the 77 MWe power module has not yet been submitted to the NRC, and its approval is not guaranteed.

Increasing the power that can be generated by our NPMs is a key part of our plan, and our higher-capacity, 77 MWe power module is subject to obtaining SDA from the NRC. The need to obtain that approval complicates our licensing process and could affect the planned deployment schedule for our first NPMs. In particular, if the NRC disagrees with our licensing approach or the breadth and/or scope of the design changes proposed, the construction and operating license application process could take longer than currently expected, which could materially and adversely affect our business. Further, we face the risk that the NRC could impose terms in the SDA that are not acceptable to us.

Our design is only approved in the United States and we must obtain approvals on a country-by-country basis before we can sell our products abroad, which approvals may be delayed or denied or which may require modification to our design.

Our SMR design has not been approved in any country except the United States. Each country has its own safety approval that we must obtain before we can sell or install our NPMs abroad. Foreign approval processes may differ materially from the NRC process, and approvals may be denied or delayed in foreign countries, or some countries may require that we alter our design before obtaining approval. Denial or delay in approvals abroad could materially and adversely affect our business.

Our customers must obtain additional regulatory approvals before they construct power plants using our NPMs, and approvals may be denied or delayed.

The lead time to build a nuclear power facility is long, and requires site licensing and approvals from applicable regulatory agencies before a plant can be constructed. The regulatory framework to obtain approvals is complex, and varies from country to country. Any delays experienced by our customers in siting a power plant using our products and services could materially and adversely affect our business.

Our customers could incur substantial costs as a result of violations of, or liabilities under, environmental laws.

The operations and properties of our customers are subject to a variety of federal, state, local and foreign environmental, health and safety laws and regulations governing, among other things, air emissions, wastewater discharges, management and disposal of hazardous, non-hazardous and radioactive materials and waste and remediation of releases of hazardous materials. Although NuScale LLC’s business is to design and sell technology rather than to construct and own or operate power plants, we must design our technology so it complies with such laws and regulations. Compliance with environmental requirements could require our customers to incur significant expenditures or result in significant restrictions on their operations, and the failure to comply with such laws and regulations, including failing to obtain any necessary permits, could result in substantial fines or enforcement actions, including regulatory or judicial orders enjoining or curtailing operations or requiring our customers to conduct or fund remedial or corrective measures, install pollution control equipment or perform other actions. More vigorous enforcement by regulatory agencies, the future enactment of more stringent laws, regulations or permit requirements, including

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relating to climate change, or other unanticipated events may arise in the future and adversely impact the market for our products, which could materially and adversely affect our business, financial condition and results of operations.

We are subject to stringent United States export and import control laws and regulations. Unfavorable changes in these laws and regulations or United States government licensing policies, our failure to secure timely United States government authorizations under these laws and regulations, or our failure to comply with these laws and regulations could have a material adverse effect on our business, financial condition and results of operations.

The inability to secure and maintain required export licenses or authorizations could negatively impact our ability to compete successfully or market our SMR technology for commercial applications outside the United States. For example, if we were unable to obtain or maintain our licenses to export certain nuclear hardware, we would be effectively prohibited from exporting our SMR technology in non-United States locations, which would limit the number of customers to those in the United States. In addition, if we were unable to obtain authorization to export our technology, hardware, code or technical assistance, we would experience a limited market for our technology, which would provide a competitive edge to international suppliers of SMRs. In both cases, these restrictions could lead to an adverse impact on our ability to sell our commercial technology. Similarly, if we were unable to secure export authorization, we may need to implement design changes to our NPM to address issues with our domestic supplier chain, which may increase costs or result in delays in delivery of new plants and subsequent additional NPMs when ordered.

Failure to comply with export control laws and regulations could expose us to civil or criminal penalties, fines, investigations, more onerous compliance requirements, loss of export privileges, debarment from government contracts or limitations on our ability to enter into contracts with the United States government. In addition, any changes in export control regulations or United States government licensing policy, such as that necessary to implement United States government commitments to multilateral control regimes, may restrict our operations.

Our business is subject to a wide variety of extensive and evolving government laws and regulations. Changes in and/or failure to comply with such laws and regulations could have a material adverse effect on our business.

Regulatory risk factors associated with our business also include:

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our ability to obtain additional applicable approvals, licenses or certifications from regulatory agencies, if required, and to maintain current approvals, licenses or certifications;

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our ability to obtain regulatory approval for a site boundary emergency planning zone (“EPZ”) defined in such a fashion as will benefit the majority of U.S.-based customers;

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regulatory delays, delays imposed as a result of regulatory inspections, and changing regulatory requirements, may cause a delay in our ability to fulfill our existing or future orders, or cause planned plants to not be completed at all, many of which may be out of our control, including natural disasters, changes in governmental regulations or in the status of our regulatory approvals or applications or other events that force us to cancel or reschedule plant construction, which could have an adverse impact on our business and financial condition;

•

regulatory, availability and other challenges may delay our progress in establishing the number of plant sites we require for our targeted build rate, which could have an adverse effect on our ability to grow our business; and

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challenges as a result of regulatory processes or in NuScale LLC’s ability to secure the necessary permissions to establish these plant sites could delay our ability to achieve our target build rate and could adversely affect our business.

General Risk Factors

COVID-19 and any future widespread public health crisis could negatively affect various aspects of our business, make it more difficult for us to meet our obligations to our customers, and result in reduced demand for our products and services.

In an effort to halt the outbreak of COVID-19, a number of countries, including the United States, have placed significant restrictions on travel, many businesses have announced extended closures, and many

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businesses and governmental agencies have allowed employees to work remotely, which in some cases may reduce the effectiveness of those employees. These travel restrictions and business closures may in the future adversely affect our operations locally and worldwide, including our ability to obtain regulatory approvals and to manufacture, market, sell or distribute our products, which could materially and adversely affect our business. We cannot predict the impact that remote work will have on the culture of NuScale LLC and our employee retention.

Many of our customers and suppliers worldwide were affected by COVID-19 and temporarily closed their facilities, which impacted the speed of our customer engagement and research and development. The impact of COVID-19 on NuScale LLC’s operational and financial performance will depend on various future developments, including the duration and spread of the outbreak and impact on regulatory agencies, customers, suppliers and employees, all of which remain uncertain at this time.

State and federal responses to the COVID-19 pandemic may delay or prevent the consummation of the Transactions.

On December 21, 2021, Oregon Governor Kate Brown extended the state’s COVID-19 emergency declaration in response to a surge in confirmed and presumptive COVID-19 cases and hospitalizations. Given the ongoing and dynamic nature of the COVID-19 pandemic, it is difficult to predict the range of future responses and restrictions imposed by state and federal officials. These responses and restrictions could have an adverse impact on the business of Spring Valley, NuScale LLC and NuScale Corp. Additionally, possible shutdowns at the state or federal level, including of certain regulatory agencies, could delay or adversely impact our ability to consummate the Transactions, including increasing transaction costs. Each of Spring Valley and NuScale LLC may also incur additional costs to remedy damages caused by such disruptions, which could adversely affect its financial condition and results of operations.

Changes in tax laws or regulations may increase tax uncertainty and adversely affect results of our operations and our effective tax rate.

We will be subject to taxes in the United States and certain foreign jurisdictions. Due to economic and political conditions, tax rates in various jurisdictions, including the United States, may be subject to change. Our future effective tax rates could be affected by changes in the mix of earnings in countries with differing statutory tax rates, changes in the valuation of deferred tax assets and liabilities and changes in tax laws or their interpretation. In addition, we may be subject to income tax audits by various tax jurisdictions. An adverse resolution by one or more taxing authorities could have a material impact on our finances. Further, we may be unable to utilize any net operating losses in the event a change in control is determined to have occurred.

We may become involved in litigation that may materially adversely affect us.

From time to time, we may become involved in various legal proceedings relating to matters incidental to the ordinary course of our business, including intellectual property, commercial, product liability, employment, class action, whistleblower and other litigation and claims, and governmental and other regulatory investigations and proceedings. Such matters can be time-consuming, divert management’s attention and resources from the operation of our business and cause us to incur significant expenses or liability or require us to change our business practices. Because of the potential risks, expenses and uncertainties of litigation, we may, from time to time, settle disputes, even where we believe that we have meritorious claims or defenses. Because litigation is inherently unpredictable, we cannot assure you that the results of any of these actions will not have a material adverse effect on our business.

Risks Related to the Transactions and Spring Valley

Unless the context otherwise requires, any reference in this section of this Proxy Statement/Prospectus to “Spring Valley,” “we,” “us” or “our” refers to Spring Valley prior to the Transactions and to NuScale Corp and its subsidiaries following the Transactions.

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Our Initial Shareholders have entered into letter agreements with us to vote in favor of the Transactions, regardless of how our Public Shareholders vote.

Unlike some other blank check companies in which the Initial Shareholders agree to vote their shares in accordance with the majority of the votes cast by the Public Shareholders in connection with an initial business combination, our Initial Shareholders, pursuant to the Support Agreements and the Sponsor Letter Agreement, have agreed, among other things, to vote all of their Public Shares and Spring Valley Class B ordinary shares in favor of all the proposals being presented at the extraordinary general meeting, including the Merger Agreement Proposal and the Transactions (including the Merger). As of the date of this Proxy Statement/Prospectus, our Initial Shareholders own 20.0% of the issued and outstanding ordinary shares (excluding the Spring Valley ordinary shares underlying the Spring Valley Private Placement Warrants).

If the conditions to the Merger Agreement are not met, the Merger may not occur.

Even if the Merger Agreement is approved by shareholders of Spring Valley and by the unitholders of NuScale LLC, specified conditions must be satisfied or waived before the parties to the Merger Agreement are obligated to complete the Merger. For a list of the material closing conditions contained in the Merger Agreement, see the section entitled “The Transactions — The Merger Agreement — Conditions to Closing of the Transactions.” Spring Valley and NuScale LLC may not satisfy all of the closing conditions in the Merger Agreement. If the closing conditions are not satisfied or waived, the Merger will not occur, or will be delayed pending later satisfaction or waiver, and such delay may cause Spring Valley and NuScale LLC to each lose some or all of the intended benefits of the Transactions.

Neither the Spring Valley Board nor any committee thereof obtained a third-party valuation in determining whether or not to pursue the Transactions.

Neither the Spring Valley Board nor any committee thereof is required to obtain an opinion from an independent investment banking or accounting firm that the price that Spring Valley is paying for NuScale LLC is fair to Spring Valley from a financial point of view. Neither the Spring Valley Board nor any committee thereof obtained a third party valuation in connection with the Transactions. In analyzing the Transactions, the Spring Valley Board and management conducted due diligence on NuScale LLC and researched the industry in which NuScale LLC operates. The Spring Valley Board reviewed, among other things, financial due diligence materials prepared by professional advisors, including quality of earnings reports and tax due diligence reports previously prepared in connection with NuScale LLC’s most recent issuance of preferred stock, financial and market data information on selected comparable companies, the implied purchase price multiple of NuScale LLC and the financial terms set forth in the Merger Agreement, and concluded that the Transactions were in the best interest of its shareholders. Accordingly, investors will be relying solely on the judgment of the Spring Valley Board and management in valuing NuScale LLC, and the Spring Valley Board and management may not have properly valued NuScale LLC’s business. The lack of a third-party valuation may also lead an increased number of shareholders to vote against the Transactions or demand redemption of their shares, which could potentially impact our ability to consummate the Transactions.

Future investments in NuScale Corp, including $30 million of the PIPE Investment committed by a foreign investor, or other transactions may be delayed or denied under U.S. foreign investment regulations.

Under the “Exon-Florio Amendment” to the U.S. Defense Production Act of 1950, as amended (the “DPA”), the U.S. President has the power to disrupt or block certain foreign investments in U.S. businesses if he determines that the transaction threatens U.S. national security. CFIUS has been delegated the authority to conduct national security reviews of certain foreign investments. CFIUS may impose mitigation conditions to grant clearance of a transaction. The Foreign Investment Risk Review Modernization Act (“FIRRMA”), enacted in 2018, amended the DPA to, among other things, expand CFIUS’s jurisdiction beyond acquisitions of control of U.S. businesses. Under FIRRMA, CFIUS also has jurisdiction over certain foreign non-controlling investments in U.S. businesses that have involvement with critical technology or critical infrastructure, or that collect and/or maintain sensitive personal data of U.S. citizens (“TID U.S. Businesses”), if the foreign investor receives specified triggering rights in connection with its investment. NuScale LLC is a TID U.S. Business because it develops and designs technologies that would be considered

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critical technologies. Certain foreign investments in TID U.S. Businesses are subject to mandatory filing with CFIUS. The potential restrictions on the ability of foreign persons to invest in us could limit our ability to engage in strategic transactions that could benefit our stockholders, including a change of control, and could also affect the price that an investor may be willing to pay for our common stock. As a general matter, such scrutiny and concomitant delays and conditions could make investment in us less attractive to certain investors.

NuScale LLC submits certain transactions with foreign entities to CFIUS for review, including $80 million in foreign investments received in 2021, which CFIUS approved in the fourth quarter of 2021. NuScale LLC expects to submit $30 million of the PIPE Investment committed by Samsung C&T to CFIUS for review, and until approved we expect to hold the $30 million as restricted cash. Although prior investments by Samsung C&T have been approved by CFIUS, we cannot be certain that its $30 million PIPE Investment will be approved.

Because NuScale Corp will become a publicly traded company through a merger as opposed to an underwritten public offering, no underwriter has conducted a due diligence investigation in connection with the Transactions.

In an underwritten public offering, underwriters typically conduct a due diligence investigation on the issuer to establish a due diligence defense against liability claims under federal securities laws. Because Spring Valley is already a publicly traded company, no underwriter has conducted due diligence in connection with the Transactions. While sponsors, private investors and management in a business combination undertake a certain level of due diligence, it is not necessarily the same level of due diligence undertaken by an underwriter in an underwritten public offering, and, therefore, there could be a heightened risk of an incorrect valuation of the business or material misstatements or omissions in this Proxy Statement/​Prospectus.

Since the Initial Shareholders and our executive officers have interests that are different, or in addition to (and which may conflict with), the interests of our shareholders, a conflict of interest may have existed in determining whether the Transactions with NuScale LLC are appropriate as an initial business combination. Such interests include that the Initial Shareholders and our executive officers will lose their entire investment in us if a business combination is not completed.

When you consider the recommendation of the Spring Valley Board in favor of approval of the Merger Agreement Proposal, you should keep in mind that the Initial Shareholders and certain of Spring Valley’s current officers and directors have interests in such proposal that are different from, or in addition to (which may conflict with), those of Spring Valley shareholders and warrant holders generally.

These interests include, among other things, the interests listed below:

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the fact that our Initial Shareholders have agreed not to redeem any Spring Valley Class A ordinary shares held by them in connection with a shareholder vote to approve a proposed initial business combination (such as the Transactions);

•

the fact that the Sponsor paid an aggregate of $25,000 for 7,187,500 Spring Valley Class B ordinary shares, 5,750,000 of which are currently owned directly or indirectly by the Initial Shareholders, the aggregate value of which is estimated to be approximately $72,234,375, assuming the per share value of the NuScale Corp Class A Common Stock is the same as the $10.05 per share closing price of the Spring Valley Class A ordinary shares on Nasdaq as of January 4, 2022, and these Spring Valley Class B ordinary shares will be worthless if a business combination is not consummated by May 27, 2022 (or November 27, 2022 if extended at the Sponsor’s option);

•

the fact that the Sponsor paid $8,900,000 for its Spring Valley Private Placement Warrants, the aggregate value of which is estimated to be approximately $12,015,000, assuming the per warrant value of the NuScale Corp Warrants is the same as the $1.35 per warrant closing price of the Spring Valley Warrants on Nasdaq as of January 4, 2022, and the Spring Valley Private Placement Warrants would be worthless if a business combination is not consummated by May 27, 2022 (or November 27, 2022 if extended at the Sponsor’s option);

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•

the fact that the affiliates of Spring Valley have agreed to purchase 500,000 shares of NuScale Corp Common Stock at $10.00 per share, for an aggregate purchase price of $5,000,000, in the PIPE Investment on the same terms and conditions as the other PIPE Investors;

•

the fact that the Initial Shareholders and certain of Spring Valley’s current officers and directors have agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Spring Valley ordinary shares (other than Public Shares) held by them if Spring Valley fails to complete an initial business combination by May 27, 2022 (or November 27, 2022 if extended at the Sponsor’s option). No consideration was given to the Initial Shareholders or Spring Valley’s current officers and directors in exchange for such waiver;

•

the fact that the Registration Rights Agreement will be entered into by the Sponsor, the Sponsor Sub and certain other affiliates of Spring Valley;

•

the continued indemnification of Spring Valley’s directors and officers and the continuation of Spring Valley’s directors’ and officers’ liability insurance after the consummation of the Transactions (i.e., a “tail policy”);

•

the fact that the Sponsor and Spring Valley’s officers and directors will lose their entire investment in Spring Valley and will not be reimbursed for any out-of-pocket expenses if an initial business combination is not consummated by May 27, 2022 (or November 27, 2022 if extended at the Sponsor’s option). Accordingly, Spring Valley may not be able to reimburse these expenses if the Business Combination or another business combination is not completed by May 27, 2022 (or November 27, 2022 if extended at the Sponsor’s option). As of the record date, the Sponsor and Spring Valley’s officers and directors and their affiliates had incurred approximately $       of unpaid reimbursable expenses;

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the fact that the Sponsor purchased its Spring Valley Class B ordinary shares from Spring Valley at a price of approximately $0.003 per Spring Valley Class B ordinary share, or an aggregate purchase price of $25,000. Given the differential in purchase price that the Sponsor paid for the Spring Valley Class B ordinary shares as compared to the price of the Spring Valley units sold in the IPO, the Initial Shareholders may realize a positive rate of return on such investment even if Spring Valley public shareholders experience a negative rate of return following the business combination;

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the fact that, following the Business Combination, the Initial Shareholders can earn a positive rate of return on their investment, even if other shareholders of Spring Valley experience a negative rate of return on their investment;

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the fact that if the Trust Account is liquidated, including in the event Spring Valley is unable to complete an initial business combination by May 27, 2022 (or November 27, 2022 if extended at the Sponsor’s option), the Sponsor has agreed to indemnify Spring Valley to ensure that the proceeds in the Trust Account are not reduced below $10.00 per Public Share, or such lesser per Public Share amount as is in the Trust Account on the liquidation date, by the claims of prospective target businesses with which Spring Valley has entered into an acquisition agreement or claims of any third party for services rendered or products sold to Spring Valley, but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the Trust Account; and

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the fact that Spring Valley may be entitled to distribute or pay over funds held by Spring Valley outside the Trust Account to the Sponsor or any of its Affiliates prior to the Closing.

See “Proposal No. 1 — The Merger Agreement Proposal — Interests of Spring Valley Directors and Officers in the Transactions” for additional information on interests of Spring Valley’s directors and executive officers.

The personal and financial interests of the Initial Shareholders as well as Spring Valley’s directors and executive officers may have influenced their motivation in identifying and selecting NuScale LLC as business combination targets, completing an initial business combination with NuScale LLC and influencing the operation of the business following the initial business combination. In considering the recommendations of the Spring Valley Board to vote for the proposals, its shareholders should consider these interests.

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The Sponsor and its affiliates may have interests in the Transactions that are different from the interests of the Public Shareholders.

The Sponsor and its affiliates have financial interests in the Transactions that are different from, or in addition to, those of other Public Shareholders generally. In addition, the Sponsor and its affiliates may be incentivized to complete the Transactions, or an alternative initial business combination with a less favorable company or on terms less favorable to shareholders, rather than to liquidate, in which case the Sponsor or its affiliates, would lose their entire investment. As a result, the Sponsor and its affiliates may have a conflict of interest in determining whether NuScale LLC is an appropriate business with which to effectuate a business combination and/or in evaluating the terms of the Transactions. The Spring Valley Board was aware of and considered these interests, among other matters, in evaluating and unanimously approving the Transactions and in recommending to Public Shareholders that they approve the Transactions.

The Sponsor and its affiliates may receive a positive return on 5,750,000 Spring Valley Founder Shares and 8,900,000 Spring Valley Private Placement Warrants (a certain number of which will be forfeited pursuant to the Sponsor Letter Agreement) even if Public Shareholders experience a negative return on their investment after consummation of the Transactions.

If Spring Valley is able to complete a business combination within the required time period, the Sponsor and its affiliates may receive a positive return on the 5,750,000 Spring Valley Founder Shares under the Assuming No Redemptions scenario and after giving effect to the 40,000 Spring Valley Founder Shares transferred to each of Spring Valley’s independent directors and the cancellation of 1,437,500 Spring Valley Class B ordinary shares, which were acquired by the Sponsor for an aggregate purchase price of $25,000 prior to the Initial Public Offering, and the 8,900,000 Spring Valley Private Placement Warrants (a certain number of which will be forfeited pursuant to the Sponsor Letter Agreement), which were acquired for an aggregate purchase price of $8,900,000 (or $1.00 per warrant) concurrently with completion of the Initial Public Offering, even if the Public Shareholders experience a negative return on their investment in the Spring Valley Class A ordinary shares and Spring Valley Private Placement Warrants after consummation of the Transactions. See “The Transactions — Related Agreements — Sponsor Letter Agreement” for additional information.

The exercise of Spring Valley’s directors’ and executive officers’ discretion in agreeing to changes or waivers in the terms of the Merger may result in a conflict of interest when determining whether such changes to the terms of the Merger or waivers of conditions are appropriate and in Spring Valley’s shareholders’ best interest.

In the period leading up to the Closing, events may occur that, pursuant to the Merger Agreement, would require Spring Valley to agree to amend the Merger Agreement, to consent to certain actions taken by NuScale LLC or to waive rights that Spring Valley is entitled to under the Merger Agreement. Such events could arise because of changes in the course of NuScale LLC’s business, a request by NuScale LLC to undertake actions that would otherwise be prohibited by the terms of the Merger Agreement or the occurrence of other events that would have a material adverse effect on NuScale LLC’s business and would entitle Spring Valley to terminate the Merger Agreement. In any of such circumstances, it would be at Spring Valley’s discretion, acting through the Spring Valley Board, to grant its consent or waive those rights. The existence of financial and personal interests of one or more of the directors or executive officers described in the preceding risk factors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is best for Spring Valley and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining whether or not to take the requested action. As of the date of this Proxy Statement/Prospectus, Spring Valley does not believe there will be any changes or waivers that Spring Valley’s directors and executive officers would be likely to make after shareholder approval of the Merger Agreement Proposal has been obtained. While certain changes could be made without further shareholder approval, Spring Valley will circulate a new or amended Proxy Statement/Prospectus and resolicit Spring Valley’s shareholders if changes to the terms of the transaction that would have a material impact on its shareholders are required prior to the vote on the Merger Agreement Proposal.

We will incur significant transaction costs.

We have incurred and expect to continue to incur significant, non-recurring costs in connection with consummating the Transactions. All expenses incurred in connection with the Transactions, including all

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legal, and other fees, expenses and costs, will be for the account of the party incurring such fees, expenses and costs. Our transaction expenses as a result of the Transactions are currently estimated to be $43.0 million, including $8.0 million in accompanying deferred underwriting commissions, which are contingent upon the consummation of the Closing, subject to certain offsets for fees paid to the placement agents for the PIPE subscription financing.

Subsequent to consummation of the Transactions, we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and the share price of our securities, which could cause you to lose some or all of your investment.

We cannot assure you that the due diligence conducted in relation to NuScale LLC has identified all material issues or risks associated with NuScale LLC, its business or the industry in which it competes. As a result of these factors, we may incur additional costs and expenses and we may be forced to later write-down or write-off assets, restructure our operations, or incur impairment or other charges that could result in us reporting losses. Even if our due diligence has identified certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. If any of these risks materialize, this could have a material adverse effect on our financial condition and results of operations and could contribute to negative market perceptions about our securities or NuScale Corp. Accordingly, any shareholders of Spring Valley who choose to remain NuScale Corp stockholders following the Transactions could suffer a reduction in the value of their shares and warrants. Such shareholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the registration statement or Proxy Statement/Prospectus relating to the Transactions contained an actionable material misstatement or material omission.

The Proposed Organizational Documents will designate the Court of Chancery of the State of Delaware as the sole and exclusive forum for substantially all disputes between NuScale Corp and its stockholders.

The Proposed Organizational Documents that will be effective upon the Domestication provide that the Court of Chancery of the State of Delaware or, if such court does not have subject matter jurisdiction thereof, another state or federal court located within the State of Delaware, shall be the exclusive forum for certain actions and claims.

This choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with NuScale Corp or any of NuScale Corp’s directors, officers, or other employees, which may discourage lawsuits with respect to such claims. However, stockholders will not be deemed to have waived NuScale Corp’s compliance with the federal securities laws and the rules and regulations thereunder and this provision would not apply to suits brought to enforce a duty or liability created by the Exchange Act, which provides for the exclusive jurisdiction of the federal courts with respect to all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder, or the Securities Act. Further, Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. Accordingly, both state and federal courts have jurisdiction to entertain such claims. To prevent having to litigate claims in multiple jurisdictions and the threat of inconsistent or contrary rulings by different courts, among other considerations, the Proposed Organizational Documents provide that the federal district courts of the United States of America will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act. Accordingly, there is uncertainty as to whether a court would enforce such provision with respect to suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. If a court were to find the choice of forum provision contained in the Proposed Organizational Documents to be inapplicable or unenforceable in an action, NuScale Corp may incur additional costs associated with resolving such action in other jurisdictions, which could harm NuScale Corp’s business, results of operations and financial condition.

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Our warrant agreement designates the courts of the State of New York or the United States District Court for the Southern District of New York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of our warrants, which could limit the ability of warrant holders to obtain a favorable judicial forum for disputes with our company.

Our warrant agreement provides that, subject to applicable law, (i) any action, proceeding or claim against us arising out of or relating in any way to the warrant agreement, including under the Securities Act, will be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and (ii) that we irrevocably submit to such jurisdiction, which jurisdiction shall be the exclusive forum for any such action, proceeding or claim. We will waive any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.

Notwithstanding the foregoing, these provisions of the warrant agreement will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in any of our warrants shall be deemed to have notice of and to have consented to the forum provisions in our warrant agreement. If any action, the subject matter of which is within the scope of the forum provisions of the warrant agreement, is filed in a court other than a court of the State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any holder of our warrants, such holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located in the State of New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service of process made upon such warrant holder in any such enforcement action by service upon such warrant holder’s counsel in the foreign action as agent for such warrant holder.

This choice-of-forum provision may limit a warrant holder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with our company, which may discourage such lawsuits. Alternatively, if a court were to find this provision of our warrant agreement inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could materially and adversely affect our business, financial condition and results of operations and result in a diversion of the time and resources of our management and board of directors.

The Spring Valley Warrants are accounted for as liabilities and the changes in value of the Spring Valley Warrants could have a material effect on our financial results.

The Spring Valley Warrants are classified as liabilities. Under this accounting treatment, we are required to measure the fair value of the Spring Valley Warrants at the end of each reporting period and recognize changes in the fair value from the prior period in our operating results for the current period. As a result of the recurring fair value measurement, our financial statements and results of operations may fluctuate quarterly based on factors which are outside our control. We expect that we will recognize non-cash gains or losses due to the quarterly fair valuation of the Spring Valley Warrants and that such gains or losses could be material.

The unaudited pro forma financial information included elsewhere in this Proxy Statement/Prospectus may not be indicative of what NuScale Corp’s actual financial position or results of operations would have been.

Spring Valley and NuScale LLC currently operate as separate companies and have had no prior history as a combined entity, and Spring Valley’s and NuScale LLC’s operations have not previously been managed on a combined basis. The pro forma financial information included in this Proxy Statement/Prospectus is presented for informational purposes only and is not necessarily indicative of the financial position or results of operations that would have actually occurred had the Transactions been completed at or as of the dates indicated, nor is it indicative of the future operating results or financial position of NuScale LLC. The pro forma statement of operations does not reflect future nonrecurring charges resulting from the Transactions. The unaudited pro forma financial information does not reflect future events that may occur after the Transactions and does not consider potential impacts of future market conditions on revenues or expenses. The pro forma financial information included in the section entitled “Unaudited Pro Forma Condensed Combined Financial Information” has been derived from Spring Valley’s and NuScale LLC’s

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historical financial statements and certain adjustments and assumptions have been made regarding NuScale LLC after giving effect to the Transactions. There may be differences between preliminary estimates in the pro forma financial information and the final acquisition accounting, which could result in material differences from the pro forma information presented in this Proxy Statement/Prospectus in respect of the estimated financial position and results of operations of NuScale LLC.

In addition, the assumptions used in preparing the pro forma financial information may not prove to be accurate and other factors may affect NuScale LLC’s financial condition or results of operations following the Closing. Any potential decline in NuScale LLC’s financial condition or results of operations may cause significant variations in the stock price of NuScale Corp.

The ability of our Public Shareholders to exercise redemption rights with respect to a large number of our Public Shares may not allow us to complete the most desirable business combination or optimize the capital structure of NuScale Corp.

At the time of entering into the Merger Agreement, we did not know how many shareholders may exercise their redemption rights, and therefore, we needed to structure the transaction based on our expectations as to the number of shares that will be submitted for redemption. The consummation of the Merger is conditioned upon, among other things, (i) the approval by our shareholders of the Condition Precedent Proposals being obtained; (ii) the expiration or termination of any applicable waiting period under the HSR Act relating to the Merger Agreement; (iii) Closing Acquiror Cash of at least $200 million; (iv) the approval by Nasdaq of our initial listing application in connection with the Merger; and (v) the consummation of the Domestication. Therefore, unless these conditions are waived by the applicable parties to the Merger Agreement, the Merger Agreement could terminate and the Merger may not be consummated. For further details, see “The Transactions — The Merger Agreement — Conditions to Closing of the Transactions.”

Our Initial Shareholders, as well as NuScale LLC, our directors, executive officers, advisors and their affiliates may elect to purchase Public Shares prior to the consummation of the Transactions, which may influence the vote on the Transactions and reduce the public “float” of Spring Valley Class A ordinary shares.

At any time at or prior to the Transactions, during a period when they are not then aware of any material nonpublic information regarding us or our securities, our Initial Shareholders, NuScale LLC and/or their directors, officers, advisors or respective affiliates may purchase Public Shares from institutional and other investors who vote, or indicate an intention to vote, against any of the Condition Precedent Proposals, or execute agreements to purchase such shares from such investors in the future, or they may enter into transactions with such investors and others to provide them with incentives to acquire Public Shares or vote their Public Shares in favor of the Condition Precedent Proposals. Such a purchase may include a contractual acknowledgement that such shareholder, although still the record holder of our shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that our Initial Shareholders, NuScale LLC and/or their directors, officers, advisors or respective affiliates who have agreed to vote in favor of this transaction purchase shares in privately negotiated transactions from Public Shareholders who have already elected to exercise their redemption rights, such selling shareholder would be required to revoke their prior elections to redeem their shares. The purpose of such share purchases and other transactions would be to increase the likelihood of satisfaction of the requirements that (i) the Merger Agreement Proposal, the Advisory Charter Proposal, the Nasdaq Proposal, the Long-Term Incentive Plan Proposal and the Adjournment Proposal are approved by the affirmative vote of at least a majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter (“Majority Spring Valley Shareholder Approval”), (ii) the Domestication Proposal and the Organizational Documents Proposal are approved by the affirmative vote of at least a two-thirds (2/3rds) majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter (“Supermajority Spring Valley Shareholder Approval”), (iii) the number of holders of Public Shares electing to redeem their Public Shares is limited and (iv) NuScale Corp’s net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) are at least $5,000,001 after giving effect to the Transactions and the PIPE Investment.

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If such transactions are effected, the consequence could be to cause the Transactions to be consummated in circumstances where such consummation could not otherwise occur. Purchases of shares by the persons described above would allow them to exert more influence over the approval of the proposals to be presented at the extraordinary general meeting and would likely increase the chances that such proposals would be approved.

In addition, if such purchases are made, the public “float” of our Public Shares and the number of beneficial holders of our securities may be reduced, possibly making it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.

If third parties bring claims against us, the proceeds held in the Trust Account could be reduced and the per share redemption amount received by shareholders may be less than $10.00 per share (which was the offering price in our Initial Public Offering).

Our placing of funds in the Trust Account may not protect those funds from third-party claims against us. There is no guarantee that vendors, service providers (other than our independent registered public accounting firm), prospective business or other entities with which we do business will execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account. Even if they do execute such agreements, there is no guarantee that they would be prevented from bringing claims against the Trust Account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against our assets, including the funds held in the Trust Account. If any third party refuses to execute an agreement waiving such claims to the monies held in the Trust Account, our management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such third party’s engagement would be significantly more beneficial to us than any alternative.

Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the Trust Account for any reason. Upon redemption of our Public Shares, if we are unable to complete a business combination within the prescribed time frame, or upon the exercise of a redemption right in connection with a business combination, we will be required to provide for payment of claims of creditors that were not waived that may be brought against us within the ten years following redemption. Accordingly, the per share redemption amount received by Public Shareholders could be less than the $10.10 per share initially held in the Trust Account, due to claims of such creditors. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to us if and to the extent any claims by a vendor for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduces the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under our indemnity of the underwriters of our Initial Public Offering against certain liabilities, including liabilities under the Securities Act. Moreover, even in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third party claims. We have not independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and we have not asked the Sponsor to reserve for such indemnification obligations. Therefore, we cannot assure you that the Sponsor would be able to satisfy those obligations. None of our officers will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

In the event we distribute the proceeds in the Trust Account to Public Shareholders and subsequently file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, a bankruptcy court may seek to recover such proceeds, and we and the Spring Valley Board may be exposed to claims of punitive damages.

If, after we distribute the proceeds in the Trust Account to Public Shareholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, any distributions

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received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover all amounts received by our shareholders. In addition, the Spring Valley Board may be viewed as having breached its fiduciary duty to our creditors and/or having acted in bad faith, thereby exposing it and us to claims of punitive damages, by paying Public Shareholders from the Trust Account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons. We and our directors and officers who knowingly and willfully authorized or permitted any distribution to be paid out of the Trust Account while we were unable to pay our debts as they fall due in the ordinary course of business would be guilty of an offence and may be liable to a fine of $18,293.00 and to imprisonment for five years in the Cayman Islands.

If, before distributing the proceeds in the Trust Account to Public Shareholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our shareholders and the per share amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced.

If, before distributing the proceeds in the Trust Account to Public Shareholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our shareholders. To the extent any bankruptcy claims deplete the Trust Account, the per share amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced.

We are an EGC within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to “emerging growth companies” this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies.

We are an EGC within the meaning of the Securities Act, as modified by the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not EGCs including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. As a result, our shareholders may not have access to certain information they may deem important. We could be an EGC for up to five years, although circumstances could cause us to lose that status earlier, including if the market value of Spring Valley Class A ordinary shares or, after the Transactions, the NuScale Corp Common Stock held by non-affiliates exceeds $700,000,000 as of any June 30 before that time, in which case we would no longer be an EGC as of the following December 31. We cannot predict whether investors will find our securities less attractive because we will rely on these exemptions. If some investors find our securities less attractive as a result of our reliance on these exemptions, the trading prices of our securities may be lower than they otherwise would be, there may be a less active trading market for our securities and the trading prices of our securities may be more volatile.

Further, Section 102(b)(1) of the JOBS Act exempts EGCs from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-EGCs but any such election to opt out is irrevocable. We intend to take advantage of the benefits of this extended transition period.

As a “controlled company,” we are exempt from certain corporate governance requirements that apply to other Nasdaq-listed companies.

Following the Merger, Fluor will own a majority of the voting power of our Common Stock. As a result, we will be a “controlled company” under Nasdaq rules. As a controlled company, we will be exempt

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from certain corporate governance requirements, including those that would otherwise require our board of directors to have a majority of independent directors and require that we either establish compensation and nominating and corporate governance committees, each comprised entirely of independent directors, or otherwise ensure that the compensation of our executive officers and nominees of directors are determined or recommended to our board of directors by independent members of our board of directors. To the extent we rely on one or more of these exemptions, our stockholders will not have the same protections afforded to stockholders of companies that are subject to all of the Nasdaq corporate governance requirements.

Compliance obligations under the Sarbanes-Oxley Act may make it more difficult for us to effectuate the Transactions, require substantial financial and management resources and increase the time and costs of completing a business combination.

The fact that we are a blank check company makes compliance with the requirements of the Sarbanes-Oxley Act particularly burdensome on us as compared to other public companies. NuScale LLC is not a public reporting company required to comply with Section 404 of the Sarbanes-Oxley Act and NuScale Corp management may not be able to effectively and timely implement controls and procedures that adequately respond to the increased regulatory compliance and reporting requirements that will be applicable to NuScale Corp after the Transactions. If we are not able to implement the requirements of Section 404, including any additional requirements once we are no longer an EGC, in a timely manner or with adequate compliance, we may not be able to assess whether our internal control over financial reporting are effective, which may subject us to adverse regulatory consequences and could harm investor confidence and the market price of NuScale Corp Common Stock. Additionally, once we are no longer an EGC, we will be required to comply with the independent registered public accounting firm attestation requirement on our internal control over financial reporting.

The price of NuScale Corp Common Stock and NuScale Corp’s warrants may be volatile.

Upon consummation of the Transactions, the price of NuScale Corp Common Stock and NuScale Corp’s warrants may fluctuate due to a variety of factors, including:

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changes in the industries in which NuScale Corp and its customers operate;

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variations in its operating performance and the performance of its competitors in general;

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material and adverse impacts of the COVID-19 pandemic on the markets and the broader global economy;

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actual or anticipated fluctuations in NuScale Corp’s quarterly or annual operating results;

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the public’s reaction to NuScale Corp’s press releases, its other public announcements and its filings with the SEC;

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NuScale Corp’s failure or the failure of its competitors to meet analysts’ projections or guidance that NuScale Corp or its competitors may give to the market;

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additions and departures of key personnel;

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changes in laws and regulations affecting its business;

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commencement of, or involvement in, litigation involving NuScale Corp;

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changes in NuScale Corp’s capital structure, such as future issuances of securities or the incurrence of additional debt;

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publication of research reports by securities analysts about NuScale Corp, its competitors or its industry;

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sales of shares of NuScale Corp Common Stock by the PIPE Investors; and

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general economic and political conditions such as recessions, interest rates, fuel prices, foreign currency fluctuations, international tariffs, social, political and economic risks and acts of war or terrorism.

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These market and industry factors may materially reduce the market price of NuScale Corp Common Stock and NuScale Corp’s warrants regardless of the operating performance of NuScale Corp.

A significant portion of our total outstanding shares are restricted from immediate resale but may be sold into the market in the near future. This could cause the market price of NuScale Corp Common Stock to drop significantly, even if NuScale Corp’s business is doing well.

Sales of a substantial number of shares of NuScale Corp Common Stock in the public market could occur at any time. These sales, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of NuScale Corp Common Stock.

It is anticipated that, upon completion of the Transactions, (i) the NuScale Equityholders will own 78.6% of the outstanding NuScale Corp Common Stock and (ii) our Initial Shareholders will own 1.8% of the outstanding NuScale Corp Common Stock, in each case, assuming that none of Spring Valley’s outstanding Public Shares are redeemed in connection with the Merger, or 87.8% and 1.7%, respectively, assuming that all 23,000,000 of Spring Valley’s outstanding Public Shares are redeemed in connection with the Merger. These percentages assume that (i) 177,782,129 shares of NuScale Corp Common Stock are issued to the NuScale Equityholders at Closing; (ii) 21,300,002 shares of NuScale Corp Common Stock are issued in connection with the PIPE Investment; and (iii) no Spring Valley Warrants to purchase NuScale Corp Common Stock that will be outstanding immediately following Closing have been exercised. If the actual facts are different than these assumptions, the ownership percentages in NuScale Corp will be different.

Although the Sponsor and certain of NuScale LLC’s stockholders will be subject to certain restrictions regarding the transfer of NuScale Corp Common Stock, these shares may be sold after the expiration or early termination of the respective applicable lock-ups under the Sponsor Letter Agreement. We intend to file one or more registration statements shortly after the Closing to provide for the resale of such shares from time to time. As restrictions on resale end and the registration statements are available for use, the market price of NuScale Corp Common Stock could decline if the holders of currently restricted shares sell them or are perceived by the market as intending to sell them.

Public Shareholders will experience immediate dilution as a consequence of the issuance of NuScale Corp Common Stock in the PIPE Investment and to the NuScale Equityholders entitling them to a significant voting stake in NuScale Corp.

In accordance with the terms and subject to the conditions of the Merger Agreement, we are issuing 211,300,002 shares of NuScale Corp Class A Common Stock in connection with the PIPE Investment and a number, subject to the Exchange Ratio (as defined in the Merger Agreement), of NuScale Corp Class B Common Stock (which will not have any economic value but will entitle the holder thereof to one vote per share) to the NuScale Equityholders. In addition, each NuScale Equityholder may have the right to receive certain payments from NuScale Corp under the Tax Receivable Agreement. For further details, see “The Transactions — Conversion; Consideration to NuScale Equityholders in the Transactions.”

The issuance of additional common stock will significantly dilute the equity interests of existing holders of Spring Valley securities, and may adversely affect prevailing market prices for the NuScale Corp Common Stock and/or the NuScale Corp warrants.

Public Shareholders who do not redeem their Spring Valley Class A ordinary shares will have a reduced ownership and voting interest after the Transactions and will exercise less influence over management of NuScale Corp.

Upon the issuance of NuScale Corp Class A Common Stock and NuScale Corp Class B Common Stock in connection with the Transactions, the percentage ownership of the Public Shareholders who do not redeem their shares of Spring Valley Class A ordinary shares will be diluted. The percentage of the NuScale Corp Common Stock that will be owned by Public Shareholders as a group will vary based on the number of Spring Valley Class A ordinary shares for which the holders thereof request redemption in connection with the Merger. To illustrate the potential ownership percentages of Public Shareholders under different redemption levels, based on the number of issued and outstanding shares of Spring Valley Class A ordinary shares and Spring Valley Class B ordinary shares on September 30, 2021, and based on

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the NuScale Corp Class A Common Stock and NuScale Corp Class B Common Stock expected to be issued in the Transactions and the NuScale Corp Class A Common Stock expected to be issued as part of the PIPE Investment, non-redeeming Public Shareholders, as a group, will own:

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if there are no redemptions of Public Shares, 10.2% of NuScale Corp Common Stock expected to be outstanding immediately after the Transactions; or

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if there are maximum redemptions, 0.0% of NuScale Corp Common Stock expected to be outstanding immediately after the Transactions.

Because of this, Public Shareholders, as a group, will have less influence on the NuScale Corp Board, management and policies of NuScale Corp than they now have on the Spring Valley Board, management and policies of Spring Valley. For further discussion of the assumptions underlying the no and maximum redemption scenarios set forth above, please see “Unaudited Pro Forma Condensed Combined Financial Information.”

The ownership percentage with respect to NuScale Corp following the Transactions do not take into account the following potential issuances of securities, which will result in further dilution to Public Shareholders who do not redeem their Public Shares:

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the issuance of up to 11,500,000 shares of NuScale Corp Class A Common Stock upon exercise of the Spring Valley Public Warrants at a price of $11.50 per share;

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the issuance of up to 8,900,000 shares of NuScale Corp Class A Common Stock upon exercise of the Spring Valley Private Placement Warrants held by the Sponsor at a price of $11.50 per share;

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the issuance of up to 15,485,125 shares of NuScale Corp Class A Common Stock upon exercise of the Options; and

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the issuance of up to a number of shares equal to 8% of the outstanding shares immediately after Closing of NuScale Corp Class A Common Stock under the 2022 Long-Term Incentive Plan.

If all such shares were issued immediately after the Transactions, based on the number of issued and outstanding shares of Spring Valley Class A ordinary shares and Spring Valley Class B ordinary shares, and based on the NuScale Corp Class A Common Stock and NuScale Corp Class B Common Stock expected to be issued in the Transactions and the NuScale Corp Class A Common Stock expected to be issued as part of the PIPE Investment, non-redeeming Public Shareholders, as a group, would own:

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if there are no redemptions of Public Shares, 8.2% of NuScale Corp Common Stock outstanding assuming all such shares were issued immediately after the Transactions; and

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if there are maximum redemptions of the outstanding Public Shares, 0.0% of NuScale Corp Common Stock outstanding assuming all such shares were issued immediately after the Transactions.

Spring Valley Warrants will become exercisable for NuScale Corp Common Stock, which, if exercised, would increase the number of shares eligible for future resale in the public market and result in dilution to our stockholders. However, the Spring Valley Warrants may never be in the money and may expire worthless.

If the Transactions are completed, outstanding warrants to purchase an aggregate of 20,400,000 shares of NuScale Corp Common Stock will become exercisable 30 days after the completion of the Merger in accordance with the terms of the warrant agreement governing those securities. The exercise price of these warrants will be $11.50 per share. To the extent such warrants are exercised, additional shares of NuScale Corp Common Stock will be issued, which will result in dilution to the holders of NuScale Corp Common Stock and increase the number of shares eligible for resale in the public market. Sales of substantial numbers of such shares in the public market or the fact that such warrants may be exercised could adversely affect the prevailing market prices of NuScale Corp Common Stock. However, there is no guarantee that the Spring Valley Public Warrants will ever be in the money prior to their expiration, and as such, the warrants may expire worthless.

The terms of the warrants may be amended in a manner adverse to a holder if holders of 65% of the then outstanding Spring Valley Public Warrants approve of such amendment.

The warrants were issued in registered form under a warrant agreement between Continental, as warrant agent, and Spring Valley. The warrant agreement provides that the terms of the warrants may be

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amended without the consent of any holder to cure any ambiguity or correct any defective provision or correct any mistake, but requires the approval by the holders of 65% of the then-outstanding Spring Valley Public Warrants to make any change that adversely affects the interests of the registered holders of Spring Valley Public Warrants. Accordingly, we may amend the terms of the Spring Valley Public Warrants in a manner adverse to a holder if holders of 65% of the then-outstanding Spring Valley Public Warrants approve of such amendment and, solely with respect to any amendment to the terms of the Spring Valley Private Placement Warrants or any provision of the warrant agreement with respect to the Spring Valley Private Placement Warrants, 65% of the number of the then outstanding Spring Valley Private Placement Warrants. Although our ability to amend the terms of the Spring Valley Public Warrants with the consent of 65% of the then-outstanding Spring Valley Public Warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the warrants, convert the warrants into cash, shorten the exercise period or decrease the number of shares of NuScale Corp Common Stock purchasable upon exercise of a warrant.

We may redeem your unexpired Spring Valley Public Warrants prior to their exercise at a time that is disadvantageous to you, thereby making your Spring Valley Public Warrants worthless.

We have the ability to redeem the outstanding Spring Valley Public Warrants at any time after they become exercisable and prior to their expiration, at a price of  $0.01 per warrant, provided that the closing price of Spring Valley Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share subdivisions, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 trading-day period ending on the third trading day prior to proper notice of such redemption and provided that certain other conditions are met. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. As a result, we may redeem the warrants as set forth above even if the holders are otherwise unable to exercise the warrants. Redemption of the outstanding warrants could force you to (i) exercise your warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) sell your warrants at the then-current market price when you might otherwise wish to hold your warrants or (iii) accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, we expect would be substantially less than the market value of your warrants. Please see “Description of NuScale Corp’s Capital Stock —  Warrants — Public Shareholder’s Warrants — Redemption of NuScale Corp Warrant when the price per share of NuScale Corp Class A Common Stock equals or exceeds $18.00.”

In addition, we have the ability to redeem the outstanding Spring Valley Public Warrants at any time after they become exercisable and prior to their expiration, at a price of  $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that the closing price of Spring Valley Class A ordinary shares equals or exceeds $10.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “Description of NuScale Corp’s Capital Stock — Warrants — NuScale Corp Warrants — Anti-Dilution Adjustments”) for any 20 trading days within a 30 trading-day period ending on the third trading day prior to proper notice of such redemption and provided that certain other conditions are met, including that holders will be able to exercise their warrants prior to redemption for a number of Spring Valley Class A ordinary shares determined based on the redemption date and the fair market value of Spring Valley Class A ordinary shares. Please see “Description of NuScale Corp’s Capital Stock — Warrants — Public Shareholder’s Warrants — Redemption of NuScale Corp Warrant when the price per share of NuScale Corp Class A Common Stock equals or exceeds $10.00.” The value received upon exercise of the warrants may (1) be less than the value the holders would have received if they had exercised their warrants at a later time where the underlying share price is higher and (2) not compensate the holders for the value of the warrants, because the number of ordinary shares received is capped at 0.361 Spring Valley Class A ordinary shares per warrant (subject to adjustment) irrespective of the remaining life of the warrants.

None of the Spring Valley Private Placement Warrants will be redeemable by us (except as set forth under “Description of NuScale Corp’s Capital Stock — Warrants — NuScale Corp Warrants — Redemption of NuScale Corp Warrant when the price per share of NuScale Corp Class A Common Stock equals or exceeds $10.00”) so long as they are held by the Sponsor or its permitted transferees.

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Nasdaq may not list NuScale Corp’s securities on its exchange, which could limit investors’ ability to make transactions in NuScale Corp’s securities and subject NuScale Corp to additional trading restrictions.

An active trading market for NuScale Corp’s securities following the Transactions may never develop or, if developed, it may not be sustained. In connection with the Transactions, in order to continue to maintain the listing of our securities on Nasdaq, we will be required to demonstrate compliance with Nasdaq’s listing requirements. We will apply to have NuScale Corp’s securities listed on Nasdaq upon consummation of the Transactions. We cannot assure you that we will be able to meet all listing requirements. Even if NuScale Corp’s securities are listed on Nasdaq, NuScale Corp may be unable to maintain the listing of its securities in the future.

If NuScale Corp fails to meet the listing requirements and Nasdaq does not list its securities on its exchange, NuScale LLC would not be required to consummate the Merger. In the event that NuScale LLC elected to waive this condition, and the Merger was consummated without NuScale Corp’s securities being listed on Nasdaq or on another national securities exchange, NuScale Corp could face significant material adverse consequences, including:

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a limited availability of market quotations for NuScale Corp’s securities;

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reduced liquidity for NuScale Corp’s securities;

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a determination that NuScale Corp Common Stock is a “penny stock” which will require brokers trading in NuScale Corp Common Stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for NuScale Corp’s securities;

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a limited amount of news and analyst coverage; and

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a decreased ability to issue additional securities or obtain additional financing in the future.

The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” If NuScale Corp’s securities were not listed on Nasdaq, such securities would not qualify as covered securities and we would be subject to regulation in each state in which we offer our securities because states are not preempted from regulating the sale of securities that are not covered securities.

Reports published by analysts, including projections in those reports that differ from our actual results, could adversely affect the price and trading volume of our common shares.

Securities research analysts may establish and publish their own periodic projections for NuScale Corp following consummation of the Transactions. These projections may vary widely and may not accurately predict the results we actually achieve. Our share price may decline if our actual results do not match the projections of these securities research analysts. Similarly, if one or more of the analysts who write reports on us downgrades our stock or publishes inaccurate or unfavorable research about our business, our share price could decline. If one or more of these analysts ceases coverage of us or fails to publish reports on us regularly, our share price or trading volume could decline. Moreover, if no analysts commence coverage of us, the market price and volume for our common shares could be adversely affected.

We are subject to, and NuScale Corp will be subject to, changing law and regulations regarding regulatory matters, corporate governance and public disclosure that have increased both Spring Valley’s costs and the risk of non-compliance and will increase both NuScale Corp’s costs and the risk of non-compliance.

We are, and NuScale Corp will be, subject to rules and regulations by various governing bodies, including the SEC, which are charged with the protection of investors and the oversight of companies whose securities are publicly traded, and to new and evolving regulatory measures under applicable law. Our efforts to comply with new and changing laws and regulations have resulted in, and NuScale Corp’s efforts to comply likely will result in, increased general and administrative expenses and a diversion of management time and attention.

Moreover, because these laws, regulations and standards are subject to varying interpretations, their application in practice may evolve over time as new guidance becomes available. This evolution may result

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in continuing uncertainty regarding compliance matters and additional costs necessitated by ongoing revisions to NuScale Corp’s disclosure and governance practices. If we fail to address and comply with these regulations and any subsequent changes, we may be subject to penalty and our business may be harmed.

We may be subject to securities litigation, which is expensive and could divert management attention.

The market price of our common stock may be volatile and, in the past, companies that have experienced volatility in the market price of their stock have been subject to securities class action litigation. We may be the target of this type of litigation in the future. Securities litigation against us could result in substantial costs and divert management’s attention from other business concerns, which could seriously harm our business.

During the pendency of the Transactions, Spring Valley will not be able to solicit, initiate or take any action to facilitate or encourage any inquiries or the making, submission or announcement of, or enter into a business combination with another party because of restrictions in the Merger Agreement. Furthermore, certain provisions of the Merger Agreement will discourage third parties from submitting alternative takeover proposals, including proposals that may be superior to the arrangements contemplated by the Merger Agreement.

During the pendency of the Transactions, Spring Valley will not be able to enter into a business combination with another party because of restrictions in the Merger Agreement. Furthermore, certain provisions of the Merger Agreement will discourage third parties from submitting alternative takeover proposals, including proposals that may be superior to the arrangements contemplated by the Merger Agreement, in part because of the inability of the Spring Valley Board to change its recommendation in connection with the Transactions. The Merger Agreement does not permit the Spring Valley Board to change, withdraw, withhold, qualify or modify, or publicly propose to change, withdraw, withhold, qualify or modify its recommendation in favor of adoption of the Shareholder Proposals. Unless the Spring Valley Board determines in good faith, after consultation with and receipt of a written opinion of outside legal counsel, that the failure to change its recommendation would be inconsistent with its fiduciary duties under applicable law.

Certain covenants in the Merger Agreement impede the ability of Spring Valley to make acquisitions or complete certain other transactions pending completion of the Transactions. As a result, Spring Valley may be at a disadvantage to its competitors during that period. In addition, if the Transactions are not completed, these provisions will make it more difficult to complete an alternative business combination following the termination of the Merger Agreement due to the passage of time during which these provisions have remained in effect.

Spring Valley will not have any right to make damage claims against NuScale LLC for the breach of any representation, warranty or covenant made by NuScale LLC in the Merger Agreement.

The Merger Agreement provides that all of the representations, warranties and covenants of the parties contained therein shall not survive the Closing, except for those covenants contained therein that by their terms apply or are to be performed in whole or in part after the Closing. Accordingly, there are no remedies available to Spring Valley with respect to any breach of the representations, warranties, covenants or agreements of NuScale LLC after the Closing, and, as a result, Spring Valley will have no remedy available to it if the Merger is consummated and it is later revealed that there was a breach of any of the representations, warranties and covenants made by NuScale LLC at the time of the Merger (except, in limited instances, for those covenants contained therein that by their terms apply or are to be performed in whole or in part after the Closing).

Spring Valley identified a material weakness in its internal control over financial reporting. This material weakness could continue to adversely affect Spring Valley’s ability to report its results of operations and financial condition accurately and in a timely manner.

Spring Valley’s management is responsible for establishing and maintaining adequate internal control over financial reporting designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Spring Valley’s management is likewise required, on a quarterly basis, to evaluate the effectiveness of our internal

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controls and to disclose any changes and material weaknesses identified through such evaluation in those internal controls. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

As described in the Annual Report on Form 10-K of Spring Valley as of and for the period ended December 31, 2020, as amended, Spring Valley identified a material weakness in our internal control over financial reporting related to the accounting for a significant transaction related to the warrants we issued in connection with our initial public offering in November 2020. As a result of this material weakness, our management concluded that our internal control over financial reporting was not effective as of December 31, 2020. This material weakness resulted in a material misstatement of our warrant liabilities, change in fair value of warrant liabilities, additional paid-in capital, accumulated deficit and related financial disclosures as of and for the period from August 20, 2020 (inception) through December 31, 2020.

Spring Valley’s management and its audit committee also concluded that it was appropriate to restate previously issued financial statements for the affected periods.

We have identified a material weakness in our internal control over financial reporting related to Spring Valley’s application of ASC 480-10-S99-3A to its accounting classification of the Public Shares and the calculation of earnings per share. As a result of this material weakness, our management has concluded that our internal control over financial reporting was not effective as of December 31, 2020. Historically, a portion of Spring Valley Class A ordinary shares subject to possible redemption was classified as permanent equity to maintain shareholders’ equity greater than $5 million on the basis that Spring Valley will not redeem Spring Valley Class A ordinary shares in an amount that would cause its net tangible assets to be less than $5,000,001, as described in the charter. Pursuant to Spring Valley’s re-evaluation of its application of ASC 480-10-S99-3A to its accounting classification of Spring Valley Class A ordinary shares subject to possible redemption, Spring Valley’s management has determined that the Spring Valley Class A ordinary shares include certain provisions that require classification of all of the Spring Valley Class A ordinary shares as temporary equity regardless of the net tangible assets redemption limitation contained in the charter.

To respond to these material weaknesses, Spring Valley devoted, and plans to continue to devote, significant effort and resources to the remediation and improvement of its internal control over financial reporting. While Spring Valley has processes to identify and appropriately apply applicable accounting requirements, we plan to enhance these processes to better evaluate our research and understanding of the nuances of the complex accounting standards that apply to our financial statements. Spring Valley’s plans at this time include providing enhanced access to accounting literature, research materials and documents and increased communication among our personnel and third-party professionals with whom we consult regarding complex accounting applications. The elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the intended effects.

Any failure to maintain such internal control could adversely impact Spring Valley’s ability to report its financial position and results from operations on a timely and accurate basis. If Spring Valley’s financial statements are not accurate, investors may not have a complete understanding of its operations. Likewise, if Spring Valley’s financial statements are not filed on a timely basis, we could be subject to sanctions or investigations by the stock exchange on which the Spring Valley Class A ordinary shares is listed, the SEC or other regulatory authorities. In either case, there could result a material adverse effect on our business. Failure to timely file will cause Spring Valley to be ineligible to utilize short form registration statements on Form S-3 or Form S-4, which may impair its ability to obtain capital in a timely fashion to execute its business strategies or issue shares to effect an acquisition. Ineffective internal controls could also cause investors to lose confidence in Spring Valley’s reported financial information, which could have a negative effect on the trading price of Spring Valley’s securities.

Spring Valley can give no assurance that the measures it has taken and plans to take in the future will remediate the material weaknesses identified or that any additional material weaknesses or restatements of financial results will not arise in the future due to a failure to implement and maintain adequate internal control over financial reporting or circumvention of these controls. In addition, even if Spring Valley is

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successful in strengthening its controls and procedures, in the future those controls and procedures may not be adequate to prevent or identify irregularities or errors or to facilitate the fair presentation of our financial statements.

Risks Related to the Consummation of the Domestication

Unless the context otherwise requires, any reference in this section of this Proxy Statement/Prospectus to “we,” “us” or “our” refers to Spring Valley prior to the Transactions and to NuScale Corp and its subsidiaries following the Transactions.

The Domestication may result in adverse tax consequences for holders of Spring Valley Class A ordinary shares.

U.S. Holders (as defined in “Material United States Federal Income Tax Considerations”) may be subject to United States federal income tax as a result of the Domestication. Additionally, non-U.S. Holders (as defined in “Material United States Federal Income Tax Considerations”) may become subject to withholding tax on any dividends paid or deemed paid on NuScale Corp Class A Common Stock after the Domestication.

As discussed more fully under “Material United States Federal Income Tax Considerations,” the Domestication should constitute a tax-deferred reorganization within the meaning of Section 368(a)(l)(F) of the Code. Assuming the Domestication qualifies as a reorganization under Section 368(a)(1)(F) of the Code, subject to the PFIC rules described under “Material United States Federal Income Tax Considerations — U.S. Holders — PFIC Considerations” a U.S. Holder may recognize gain or loss with respect to its Spring Valley Class A ordinary shares or Spring Valley Public Warrants in an amount equal to the difference, if any, between the fair market value of the corresponding shares of NuScale Corp Class A Common Stock or warrants to purchase shares of NuScale Corp Class A Common Stock received in the Domestication and the U.S. Holder’s adjusted tax basis in its Public Shares and Spring Valley Public Warrants surrendered in exchange therefor.

If the Domestication qualifies as a tax-deferred reorganization within the meaning of Section 368(a)(1)(F) of the Code, U.S. Holders will be subject to Section 367(b) of the Code. As a result, (a) a U.S. Holder that on the day of the Domestication beneficially owns (actually or constructively) shares of our stock with a fair market value of less than $50,000 on the date of the Domestication generally will not recognize any gain or loss and will not be required to include any part of Spring Valley’s earnings in income in respect of the Domestication (b) a U.S. Holder that on the day of the Domestication beneficially owns (actually and constructively) shares of our stock with a fair market value of $50,000 or more, but less than 10% of the total combined voting power of all classes of our stock entitled to vote and less than 10% or more of the total value of all classes of our stock, generally will recognize gain (but not loss) in respect of the Domestication as if such U.S. Holder exchanged its Spring Valley Class A ordinary shares for shares of NuScale Corp Class A Common Stock in a taxable transaction, unless such U.S. Holder elects in accordance with applicable Treasury Regulations to include in income as a deemed dividend the “all earnings and profits amount” ​(as defined in the Treasury Regulations under Section 367(b) of the Code) attributable to the Spring Valley Class A ordinary shares held directly by such U.S. Holder, and (c) a U.S. Holder that on the day of the Domestication beneficially owns (directly or constructively) 10% or more of the total combined voting power of all classes of our stock entitled to vote or 10% or more of the total value of all classes of our stock, will generally be required to include in income as a deemed dividend the “all earnings and profits amount” attributable to the Spring Valley Class A ordinary shares held directly by such U.S. Holder. However, any such U.S. Holder that is a corporation may, under certain circumstances, effectively be exempt from taxation on a portion or all of the deemed dividend pursuant to Section 245A of the Code (commonly referred to as the participation exemption).

Notwithstanding the foregoing, if Spring Valley qualifies as a PFIC, a U.S. Holder of Spring Valley Class A ordinary shares or Spring Valley Public Warrants may, in certain circumstances, still recognize gain (but not loss) upon the exchange of its Spring Valley Class A ordinary shares or Spring Valley Public Warrants for shares of NuScale Corp Class A Common Stock or warrants to purchase shares of NuScale Corp Class A Common Stock pursuant to the Domestication equal to the excess, if any, of the fair market value of the shares of NuScale Corp Class A Common Stock or warrants to purchase shares of NuScale Corp

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Class A Common Stock received in the Domestication over the U.S. Holder’s adjusted tax basis in the corresponding Spring Valley Class A ordinary shares or Spring Valley Public Warrants surrendered in exchange therefor. The tax on any such gain so recognized would be imposed at the rate applicable to ordinary income and an interest charge would apply. For a more complete discussion of the potential application of the PFIC rules to U.S. Holders as a result of the Domestication, see “Material United States Federal Income Tax Considerations — U.S. Holders — PFIC Considerations.”

All investors are urged to consult their tax advisors for the tax consequences of the Domestication to their particular situation. For a more detailed description of the United States federal income tax consequences associated with the Domestication, see “Material United States Federal Income Tax Considerations.”

Upon consummation of the Transactions, the rights of holders of NuScale Corp Common Stock arising under the DGCL as well as the Proposed Organizational Documents will differ from and may be less favorable to the rights of holders of Spring Valley Class A ordinary shares arising under the Cayman Islands Companies Act as well as our current memorandum and articles of association.

Upon consummation of the Transactions, the rights of holders of NuScale Corp Common Stock will arise under the Proposed Organizational Documents as well as the DGCL. Those new organizational documents and the DGCL contain provisions that differ in some respects from those in the Existing Organizational Documents and Cayman Islands law and, therefore, some rights of holders of NuScale Corp Common Stock could differ from the rights that holders of Spring Valley Class A ordinary shares currently possess. For instance, while class actions are generally not available to shareholders under the Cayman Islands Companies Act, such actions are generally available under the DGCL. This change could increase the likelihood that NuScale Corp becomes involved in costly litigation, which could have a material adverse effect on NuScale Corp.

In addition, there are differences between the Proposed Organizational Documents of NuScale Corp and the Existing Organizational Documents of Spring Valley. For a more detailed description of the rights of holders of NuScale Corp Common Stock and how they may differ from the rights of holders of Spring Valley Class A ordinary shares, please see “Comparison of Corporate Governance and Shareholder Rights.” The forms of the Proposed Charter and the Proposed Bylaws of NuScale Corp are attached as Annex C and Annex D, respectively, to this Proxy Statement/Prospectus, and we urge you to read them.

Risks Related to the Redemption

Unless the context otherwise requires, any reference in this section of this Proxy Statement/Prospectus to “we,” “us” or “our” refers to Spring Valley prior to the Transactions and to NuScale Corp and its subsidiaries following the Transactions.

Public Shareholders who wish to redeem their Public Shares for a pro rata portion of the Trust Account must comply with specific requirements for redemption that may make it more difficult for them to exercise their redemption rights prior to the deadline. If shareholders fail to comply with the redemption requirements specified in this Proxy Statement/Prospectus, they will not be entitled to redeem their Public Shares for a pro rata portion of the funds held in the Trust Account.

A Public Shareholder will be entitled to receive cash for any Public Shares to be redeemed only if such Public Shareholder: (i) (a) holds Public Shares, or (b) elects to separate its Units into the underlying Public Shares and Spring Valley Public Warrants prior to exercising its redemption rights with respect to the Public Shares if the Public Shareholder holds Public Shares through Units; (ii) submits a written request to Continental, Spring Valley’s transfer agent, in which it (a) requests that Spring Valley redeem all or a portion of its Public Shares for cash, and (b) identifies itself as a beneficial holder of the Public Shares and provides its legal name, phone number and address; and (iii) delivers its Public Shares to Continental, physically or electronically through DTC. Holders must complete the procedures for electing to redeem their Public Shares in the manner described above prior to 5:00 p.m., Eastern Time, on                 , 2022 (two business days before the extraordinary general meeting) in order for their shares to be redeemed. In order to obtain a physical share certificate, a shareholder’s broker and/or clearing broker, DTC and Continental, will need to act to facilitate this request. It is Spring Valley’s understanding that shareholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. However, because Spring

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Valley does not have any control over this process or over DTC, it may take significantly longer than two weeks to obtain a physical stock certificate. If it takes longer than anticipated to obtain a physical certificate, Public Shareholders who wish to redeem their Public Shares may be unable to obtain physical certificates by the deadline for exercising their redemption rights and thus will be unable to redeem their shares.

If the Transactions are consummated, and if a Public Shareholder properly exercises its right to redeem all or a portion of the Public Shares that it holds and timely delivers its shares to Continental, Spring Valley will redeem such Public Shares for a per-share price, payable in cash, equal to the pro rata portion of the Trust Account established at the consummation of our Initial Public Offering, calculated as of two business days prior to the consummation of the Transactions. Please see the section entitled “The Extraordinary General Meeting — Redemption Rights” for additional information on how to exercise your redemption rights.

If a Public Shareholder fails to receive notice of Spring Valley’s offer to redeem Public Shares in connection with the Merger, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed.

If, despite Spring Valley’s compliance with the proxy rules, a Public Shareholder fails to receive Spring Valley’s proxy materials, such Public Shareholder may not become aware of the opportunity to redeem his, her or its Public Shares. In addition, the proxy materials that Spring Valley is furnishing to Public Shareholders in connection with the Merger describes the various procedures that must be complied with in order to validly redeem the Public Shares. In the event that a Public Shareholder fails to comply with these procedures, its Public Shares may not be redeemed. Please see the section entitled “The Extraordinary General Meeting — Redemption Rights” for additional information on how to exercise your redemption rights.

Spring Valley does not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for us to complete the Transactions even if a substantial majority of Public Shareholders have redeemed their shares.

The Existing Organizational Documents do not provide a specified maximum redemption threshold, except that Spring Valley will not redeem Public Shares in an amount that would cause NuScale Corp’s net tangible assets to be less than $5,000,001 after giving effect to the Transactions and the PIPE Investment (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act).

As a result, Spring Valley may be able to complete the Transactions even if a substantial portion of Public Shareholders have redeemed their shares or have entered into privately negotiated agreements to sell their shares to the Sponsor, directors or officers or their respective affiliates. As of the date of this Proxy Statement/Prospectus, no agreements with respect to the private purchase of Public Shares by Spring Valley or the persons described above have been entered into with any such investor or holder. Spring Valley will file or submit a Current Report on Form 8-K to disclose any material arrangements entered into or significant purchases made by any of the aforementioned persons that would affect the vote on the proposals to be put to the extraordinary general meeting or the redemption threshold. Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons.

If you or a “group” of shareholders of which you are a part are deemed to hold an aggregate of more than 15% of the Public Shares, you (or, if a member of such a group, all of the members of such group in the aggregate) will lose the ability to redeem all such shares in excess of 15% of the Public Shares.

A Public Shareholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a “group” ​(as defined under Section 13 of the Exchange Act), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group’s shares, in excess of 15% of the Public Shares. In order to determine whether a shareholder is acting in concert or as a group with another shareholder, Spring Valley will require each Public Shareholder seeking to exercise redemption rights to certify to Spring Valley whether such shareholder is acting in concert or as a group with any other shareholder. Such certifications, together with other public information relating to stock ownership available to Spring Valley at that time, such as Section 13D, Section 13G and Section 16 filings under the Exchange Act, will be the sole basis on which Spring Valley makes the above-referenced determination. Your inability to redeem any such excess shares will reduce your influence over Spring Valley’s ability to consummate the Transactions and you could suffer a material loss on your investment in Spring Valley if you sell such

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excess shares in open market transactions. Additionally, you will not receive redemption distributions with respect to such excess shares if Spring Valley consummates the Transactions. As a result, you will continue to hold that number of shares aggregating to more than 15% of the Public Shares and, in order to dispose of such excess shares, would be required to sell your stock in open market transactions, potentially at a loss. Spring Valley cannot assure you that the value of such excess shares will appreciate over time following the Transactions or that the market price of the Public Shares will exceed the per-share redemption price. Notwithstanding the foregoing, shareholders may challenge Spring Valley’s determination as to whether a shareholder is acting in concert or as a group with another shareholder in a court of competent jurisdiction.

However, Spring Valley’s shareholders’ ability to vote all of their shares (including such excess shares) for or against the Transactions is not restricted by this limitation on redemption.

There is no guarantee that a shareholder’s decision whether to redeem its shares for a pro rata portion of the Trust Account will put the shareholder in a better future economic position.

Spring Valley can give no assurance as to the price at which a shareholder may be able to sell its Public Shares in the future following the completion of the Transactions or any alternative business combination. Certain events following the consummation of any initial business combination, including the Merger, may cause an increase in Spring Valley share price, and may result in a lower value realized now than a shareholder of Spring Valley might realize in the future had the shareholder not redeemed its shares. Similarly, if a shareholder does not redeem its shares, the shareholder will bear the risk of ownership of the Public Shares after the consummation of any initial business combination, and there can be no assurance that a shareholder can sell its shares in the future for a greater amount than the redemption price set forth in this Proxy Statement/Prospectus. A shareholder should consult the shareholder’s own financial advisor for assistance on how this may affect his, her or its individual situation. See “Questions and Answers — Questions and Answers About Spring Valley’s Special Meeting — How do redemptions affect the value of my NuScale Corp Common Stock?”

Furthermore, all public warrants will remain outstanding after consummation of the Merger even if all shares of Spring Valley Class A ordinary shares are redeemed by Public Shareholders. Based on the average of the high and low trading prices of the Spring Valley Public Warrants on February 10, 2022, the Spring Valley Public Warrants had an aggregate value of $11,500,000. However, there can be no assurance that the trading price of the Spring Valley Public Warrants or the shares of NuScale Corp Common Stock issuable upon exercise of the public warrants will increase due to redemptions of the Spring Valley Class A ordinary shares. See “Risks Related to the Transactions and Spring Valley — The price of NuScale Corp Common Stock and NuScale Corp’s warrants may be volatile.”

The securities in which we invest the funds held in the Trust Account could bear a negative rate of interest, which could reduce the value of the assets held in trust such that the per-share redemption amount received by Public Shareholders may be less than $10.00 per share (which was the offering price in our Initial Public Offering).

The proceeds held in the Trust Account will be invested only in United States government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct United States government treasury obligations. In recent years, short-term United States government treasury obligations have briefly yielded negative interest rates. Central banks in Europe and Japan pursued interest rates below zero in recent years, and the Open Market Committee of the Federal Reserve has not ruled out the possibility that it may in the future adopt similar policies in the United States. In the event that we are unable to complete an initial business combination or make certain amendments to our Existing Organizational Documents, our Public Shareholders are entitled to receive their pro-rata share of the proceeds held in the Trust Account, plus any interest income, net of income taxes paid or payable (less, in the case we are unable to complete an initial business combination, $100,000 of net interest earned thereon to pay dissolution expenses). Negative interest rates could reduce the value of the assets held in trust such that the per-share redemption amount received by Public Shareholders may be less than $10.00 per share (which was the offering price in our Initial Public Offering).

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Our directors may decide not to enforce the indemnification obligations of the Sponsor, resulting in a reduction in the amount of funds in the Trust Account available for distribution to Public Shareholders.

In the event that the proceeds in the Trust Account are reduced below the lesser of (i) $10.00 per share and (ii) the actual amount per share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.00 per share due to reductions in the value of the trust assets, in each case less taxes payable, and the Sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against the Sponsor to enforce its indemnification obligations. It is possible that our independent directors, in exercising their business judgment and subject to their fiduciary duties, may choose not to take legal action on our behalf against the Sponsor to enforce its indemnification obligations to us. If our independent directors choose not to enforce these indemnification obligations, the amount of funds in the Trust Account available for distribution to Public Shareholders may be reduced below $10.00 per share (which was the offering price in our Initial Public Offering).

We may not have sufficient funds to satisfy indemnification claims of our directors and executive officers.

We agreed to indemnify our officers and directors to the fullest extent permitted by law. However, our officers and directors agreed to waive any right, title, interest or claim of any kind in or to any monies in the Trust Account and to not seek recourse against the Trust Account for any reason whatsoever (except to the extent they are entitled to funds from the Trust Account due to their ownership of Public Shares).

Accordingly, any indemnification provided will be able to be satisfied by us only if (i) we have sufficient funds outside of the Trust Account or (ii) we consummate an initial business combination (which shall be the Merger should it occur). Our obligation to indemnify our officers and directors may discourage shareholders from bringing a lawsuit against our officers or directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against our officers and directors, even though such an action, if successful, might otherwise benefit us and our shareholders. Furthermore, a shareholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against our officers and directors pursuant to these indemnification provisions.

Risks if the Adjournment Proposal is Not Approved

If the Adjournment Proposal is not approved, and an insufficient number of votes have been obtained to authorize the consummation of the Merger and the Domestication, the Spring Valley Board will not have the ability to adjourn the extraordinary general meeting to a later date in order to solicit further votes, and, therefore, the Merger will not be approved, and, therefore, the Transactions may not be consummated.

The Spring Valley Board is seeking approval to adjourn the extraordinary general meeting to a later date or dates if, at the extraordinary general meeting, based upon the tabulated votes, there are insufficient votes to approve each of the Condition Precedent Proposals. If the Adjournment Proposal is not approved, the Spring Valley Board will not have the ability to adjourn the extraordinary general meeting to a later date and, therefore, will not have more time to solicit votes to approve the Condition Precedent Proposals. In such events, the Transactions would not be completed.

Risks if the Domestication and the Merger are not Consummated

References in this section to “we,” “us” and “our” refer to Spring Valley.

If we are not able to complete the Merger with NuScale LLC nor able to complete another business combination by May 27, 2022 (or November 27, 2022 if extended at the Sponsor’s option), we would cease all operations except for the purpose of winding up and we would redeem Spring Valley Class A ordinary shares and liquidate the Trust Account, in which case Public Shareholders may only receive approximately $10.10 per share, or less than such amount in certain circumstances, and Spring Valley Public Warrants will expire worthless.

If we are not able to complete the Merger with NuScale LLC nor able to complete another business combination by May 27, 2022 (or November 27, 2022 if extended at the Sponsor’s option), we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than

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ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest will be net of taxes payable), and (less up to $100,000 of net interest earned thereon to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and the Spring Valley Board , liquidate and dissolve, subject in each case to our obligations under the Cayman Islands Companies Act to provide for claims of creditors and the requirements of other applicable law. In such case, Public Shareholders may only receive approximately $10.10 per share, or less than such amount in certain circumstances, and Spring Valley Public Warrants will expire worthless.

You will not have any rights or interests in funds from the Trust Account, except under certain limited circumstances. To liquidate your investment, therefore, you may be forced to sell your Public Shares or Spring Valley Public Warrants, potentially at a loss.

Public Shareholders will be entitled to receive funds from the Trust Account only upon the earlier to occur of: (i) the completion of an initial business combination (including the closing of the Merger), and then only in connection with those Spring Valley Class A ordinary shares that such shareholder properly elected to redeem, subject to the limitations described herein; (ii) the redemption of any Public Shares properly tendered in connection with a shareholder vote to amend the Existing Organizational Documents (A) to modify the substance or timing of our obligation to provide holders of Spring Valley Class A ordinary shares the right to have their shares redeemed in connection with an initial business combination or to redeem 100% of our Public Shares if we do not complete an initial business combination by May 27, 2022 (or November 27, 2022 if extended at the Sponsor’s option) or (B) with respect to any other provision relating to the rights of holders of Spring Valley Class A ordinary shares; and (iii) the redemption of our Public Shares if we have not consummated an initial business by May 27, 2022 (or November 27, 2022 if extended at the Sponsor’s option), subject to applicable law and as further described herein. Public Shareholders who redeem their Public Shares in connection with a shareholder vote described in clause (ii) in the preceding sentence will not be entitled to funds from the Trust Account upon the subsequent completion of an initial business combination or liquidation if we have not consummated an initial business combination by May 27, 2022 (or November 27, 2022 if extended at the Sponsor’s option), with respect to such Public Shares so redeemed. In no other circumstances will a shareholder have any right or interest of any kind to or in the Trust Account. Holders of Spring Valley Public Warrants will not have any right to the proceeds held in the Trust Account with respect to the warrants. Accordingly, to liquidate your investment, you may be forced to sell your Public Shares or Spring Valley Public Warrants, potentially at a loss.

If we do not consummate an initial business combination by May 27, 2022 (or November 27, 2022 if extended at the Sponsor’s option), Public Shareholders may be forced to wait until after May 27, 2022 (or November 27, 2022 if extended at the Sponsor’s option) before redemption from the Trust Account.

If we are unable to consummate an initial business combination by May 27, 2022 (or November 27, 2022 if extended at the Sponsor’s option), we will distribute the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to pay our income taxes, if any (less up to $100,000 of the net interest earned thereon to pay dissolution expenses), pro rata to Public Shareholders by way of redemption and cease all operations except for the purposes of winding up of our affairs, as further described in this Proxy Statement/Prospectus. Any redemption by Public Shareholders from the Trust Account shall be affected automatically by function of the Existing Organizational Documents prior to any voluntary winding up. If we are required to wind-up, liquidate the Trust Account and distribute such amount therein, pro rata, to Public Shareholders as part of any liquidation process, such winding up, liquidation and distribution must comply with Cayman Islands law. In that case, investors may be forced to wait beyond May 27, 2022 (or November 27, 2022 if extended at the Sponsor’s option), before the redemption proceeds of the Trust Account become available to them and they receive the return of their pro rata portion of the proceeds from the Trust Account. We have no obligation to return funds to investors prior to the date of our redemption or liquidation unless, prior thereto, we consummate an initial business combination or amend certain provisions of our Existing Organizational Documents, and only then in cases where investors have sought to redeem their Public Shares. Only upon our

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redemption or any liquidation will Public Shareholders be entitled to distributions if we do not complete an initial business combination and do not amend our Existing Organizational Documents. Our Existing Organizational Documents provide that, if we wind up for any other reason prior to the consummation of an initial business combination, we will follow the foregoing procedures with respect to the liquidation of the Trust Account as promptly as reasonably possible but not more than ten business days thereafter, subject to applicable Cayman Islands law.

If the net proceeds of our Initial Public Offering not being held in the Trust Account are insufficient to allow us to operate through May 27, 2022 (or November 27, 2022 if extended at the Sponsor’s option) and we are unable to obtain additional capital, we may be unable to complete an initial business combination, in which case Public Shareholders may only receive approximately $10.10 per share, or less than such amount in certain circumstances, and Spring Valley Public Warrants will expire worthless.

As of September 30, 2021, we had cash of approximately $1,190,307 held outside the Trust Account, which is available for use by us to cover the costs associated with identifying a target business and negotiating a business combination and other general corporate uses. In addition, as of September 30, 2021, we had total current liabilities of approximately $355,612. The funds available to us outside of the Trust Account may not be sufficient to allow us to operate until May 27, 2022 (or November 27, 2022 if extended at the Sponsor’s option), assuming that an initial business combination is not completed during that time. Of the funds available to us, we could use a portion of the funds available to us to pay fees to consultants to assist us with our search for a target business. We could also use a portion of the funds as a down payment or to fund a “no-shop” provision (a provision in letters of intent designed to keep target businesses from “shopping” around for transactions with other companies on terms more favorable to such target businesses) with respect to a particular proposed business combination, although we do not have any current intention to do so. If we entered into a letter of intent where we paid for the right to receive exclusivity from a target business and were subsequently required to forfeit such funds (whether as a result of our breach or otherwise), we might not have sufficient funds to continue searching for, or conduct due diligence with respect to, a target business.

If we are required to seek additional capital, we would need to borrow funds from the Sponsor, members of our management team or other third parties to operate or may be forced to liquidate. Any such advances would be repaid only from funds held outside the Trust Account or from funds released to us upon completion of an initial business combination. If we are unable to obtain additional financing, we may be unable to complete an initial business combination. If we are unable to complete an initial business combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the Trust Account. Consequently, Public Shareholders may only receive approximately $10.10 per share on our redemption of the Public Shares, or less than such amount in certain circumstances, and the Spring Valley Public Warrants will expire worthless.

Because Spring Valley is incorporated under the laws of the Cayman Islands, in the event the Transactions are not completed, you may face difficulties in protecting your interests, and your ability to protect your rights through the United States Federal courts may be limited.

Because Spring Valley is currently incorporated under the laws of the Cayman Islands, you may face difficulties in protecting your interests and your ability to protect your rights through the United States Federal courts may be limited prior to the Domestication. Spring Valley is currently an exempted company under the laws of the Cayman Islands. As a result, it may be difficult for investors to effect service of process within the United States upon Spring Valley’s directors or officers, or enforce judgments obtained in the United States courts against Spring Valley’s directors or officers.

Until the Domestication is effected, Spring Valley’s corporate affairs are governed by the Existing Organizational Documents, the Cayman Islands Companies Act and the common law of the Cayman Islands. The rights of shareholders to take action against the directors, actions by minority shareholders and the fiduciary responsibilities of its directors to Spring Valley under the laws of the Cayman Islands are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, the decisions of whose courts are of persuasive authority, but are not binding

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on a court in the Cayman Islands. The rights of Spring Valley’s shareholders and the fiduciary responsibilities of its directors under the Cayman Islands Companies Act are different from what they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a different body of securities laws as compared to the United States, and certain states, such as Delaware, may have more fully developed and judicially interpreted bodies of corporate law. In addition, Cayman Islands companies may not have standing to initiate a shareholders derivative action in a federal court of the United States.

The courts of the Cayman Islands are unlikely (i) to recognize or enforce against Spring Valley judgments of courts of the United States predicated upon the civil liability provisions of the federal securities laws of the United States or any state; and (ii) in original actions brought in the Cayman Islands, to impose liabilities against Spring Valley predicated upon the civil liability provisions of the federal securities laws of the United States or any state, so far as the liabilities imposed by those provisions are penal in nature. In those circumstances, although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given provided certain conditions are met. For a foreign judgment to be enforced in the Cayman Islands, such judgment must be final and conclusive and for a liquidated sum, and must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud or obtained in a manner, or be of a kind the enforcement of which is, contrary to natural justice or the public policy of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy). A Cayman Islands court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.

Public Shareholders may have more difficulty in protecting their interests in the face of actions taken by management, members of the Spring Valley Board or controlling shareholders than they would as public shareholders of a United States company.

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INFORMATION ABOUT THE PARTIES TO THE MERGER AGREEMENT

Spring Valley Acquisition Corp.

Spring Valley is a blank check company incorporated as a Cayman Islands exempted company organized for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. Immediately prior to the consummation of the Merger, Spring Valley intends to effect a deregistration under the Cayman Islands Companies Act and a domestication under Section 388 of the DGCL, pursuant to which Spring Valley’s jurisdiction of incorporation will be changed from the Cayman Islands to the State of Delaware. For more information regarding Spring Valley, see the section entitled “Information About Spring Valley” beginning on page 175.

NuScale Power, LLC

NuScale LLC is poised to meet the diverse energy needs of customers across the world. It has developed a new modular light water reactor nuclear power plant to supply energy for electrical generation, district heating, desalination, hydrogen production and other process heat applications. Its NPM can generate 77 MWe of electricity and can be scaled to meet customer needs. The VOYGR-12 power plant is capable of generating 924 MWe, and NuScale LLC also offers the four-module VOYGR-4 (308 MWe) and six-module VOYGR-6 (462 MWe) power plants and other configurations based on customer needs. The majority investor in NuScale LLC is Fluor, a global engineering, procurement, and construction company with a 70-year history in commercial nuclear power.

NuScale LLC is headquartered in Portland, OR and has offices in Corvallis, OR; Rockville, MD; Charlotte, NC; Richland, WA; and London, UK.

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THE TRANSACTIONS

This section describes the material provisions of the Merger Agreement and certain additional agreements entered into or to be entered into at Closing pursuant to the Merger Agreement (the “Related Agreements”) but does not purport to describe all of the terms thereof or include all of the additional agreements entered into or to be entered into pursuant to the Merger Agreement. The following summary is qualified in its entirety by reference to the complete text of the Merger Agreement and each of the Related Agreements. Shareholders and other interested parties are urged to read the Merger Agreement and such Related Agreements in their entirety.

Overview

We are asking our shareholders to adopt and approve the Merger Agreement, the Related Agreements and the Transactions. Spring Valley shareholders should read carefully this Proxy Statement/Prospectus in its entirety for more detailed information concerning the Merger Agreement, which is attached as Annex A to this Proxy Statement/Prospectus, and the Transactions. Please see “— The Merger Agreement” below for additional information and a summary of certain terms of the Merger Agreement. You are urged to read carefully the Merger Agreement in its entirety before voting on this proposal.

We are holding the Special Meeting to ask our shareholders to consider and vote upon the Merger Agreement Proposal to approve the Merger Agreement along with other Shareholder Proposals. Under the Merger Agreement, the approval of each of the Condition Precedent Proposals (including the Merger Agreement Proposal, the Domestication Proposal, the Organizational Documents Proposal, the Nasdaq Proposal, the Director Election Proposal and the Long-Term Incentive Plan Proposal) is a condition to the consummation of the Merger. Approval of the Merger Agreement Proposal requires an ordinary resolution under the Cayman Islands Companies Act, being the affirmative vote of the holders of a majority of the Spring Valley ordinary shares who, being present and entitled to vote at the Special Meeting, vote at the Special Meeting. Approval of each of the Domestication Proposal and the Organizational Documents Proposal requires a special resolution under the Cayman Islands Companies Act, being the affirmative vote of the holders of at least two-thirds (2/3rds) of the Spring Valley ordinary shares who, being present and entitled to vote at the Special Meeting, vote at the Special Meeting.

The Merger Agreement

This subsection of the Proxy Statement/Prospectus describes the material provisions of the Merger Agreement but does not purport to describe all of the terms of the Merger Agreement. The following summary is qualified in its entirety by reference to the complete text of the Merger Agreement, which is attached as Annex A to this Proxy Statement/Prospectus. You are urged to read the Merger Agreement in its entirety because it is the primary legal document that governs the Transactions.

The Merger Agreement contains representations, warranties and covenants that the respective parties made to each other as of the date of the Merger Agreement or other specific dates. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating the Merger Agreement. The representations, warranties and covenants in the Merger Agreement are also modified in part by the disclosure schedules (the “disclosure schedules”), which are not filed publicly and which are subject to a contractual standard of materiality different from that generally applicable to stockholders and were used for the purpose of allocating risk among the parties rather than establishing matters as facts. We do not believe that the disclosure schedules contain information that is material to an investment decision. Additionally, the representations and warranties of the parties to the Merger Agreement may or may not have been accurate as of any specific date and do not purport to be accurate as of the date of this Proxy Statement/Prospectus. Accordingly, no person should rely on the representations and warranties in the Merger Agreement or the summaries thereof in this Proxy Statement/​Prospectus as characterizations of the actual state of facts about Spring Valley, Merger Sub, NuScale LLC or any other matter.

On December 13, 2021, Spring Valley, Merger Sub and NuScale LLC entered into the Merger Agreement (and subsequently entered into an amendment to the Merger Agreement on December 28, 2021), which provides for, among other things, the following transactions:

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(i)

the Domestication and, in connection with the Domestication, (A) Spring Valley’s name will be changed to “NuScale Power Corporation,” ​(B) each outstanding Spring Valley Class A ordinary share will become one share of NuScale Corp Class A Common Stock, (C) each outstanding Spring Valley Class B ordinary share will become one share of NuScale Corp Class A Common Stock (the “Recapitalization”), (D) each outstanding warrant to purchase one Spring Valley Class A ordinary share will become a warrant to purchase one share of NuScale Corp Class A Common Stock, (E) a series of NuScale Corp Class B Common Stock will be authorized and (F) NuScale Corp will file the Proposed Charter and Proposed Bylaws to serve as its governing documents;

(ii)

at the Effective Time, (A) the Existing NuScale LLCA will be amended and restated in the Merger as the A&R NuScale LLC Agreement and, in connection therewith, (1) each preferred unit of NuScale LLC will be re-classified into a certain number of Existing NuScale Common Units, and immediately after such re-classification (2) each Existing NuScale Common Unit will be re-classified into a number of NuScale LLC Class B Units equal to the Exchange Ratio, and (B) the A&R NuScale LLC Agreement will provide the holders of NuScale LLC Class B Units the right to exchange their NuScale LLC Class B Units, together with the cancelation for no consideration of an equal number of shares of NuScale Corp Class B Common Stock, for NuScale Corp Class A Common Stock (or cash), subject to certain restrictions set forth therein;

(iii)

NuScale Corp will issue to the NuScale Equityholders a number of shares of NuScale Corp Class B Common Stock (which will not have any economic value but will entitle the holder thereof to one vote per share), equal to the number of NuScale LLC Class B Units held by each of the NuScale Equityholders;

(iv)

Spring Valley will contribute, without duplication, an amount equal to (A) the amount of cash contained in the Trust Account as of immediately prior to Closing (and before, for the avoidance of doubt, giving effect to the exercise of the Spring Valley Share Redemptions), plus (B) all other Cash and Cash Equivalents of Spring Valley immediately prior to Closing, minus (C) the aggregate amount of cash proceeds that will be required to satisfy the redemption of any Spring Valley Class A ordinary shares pursuant to the Offer (to the extent not already paid), plus (D) the PIPE Investment Amount that is actually paid to Spring Valley at or prior to the Closing, and minus (E) any Transaction Expenses in excess of $43,000,000 in the aggregate to Merger Sub;

(v)

if the Closing Acquiror Cash is less than $432,000,000, the cancellation of a number of Spring Valley Class B ordinary shares (which, as set forth in the Sponsor Letter Agreement, will equal the lesser of (i) 2,750,000 and (ii) the product of (A) 1,972,796.80 multiplied by (B) 1 minus the quotient of (y) the Closing Acquiror Cash divided by (z) $432,000,000); and

(vi)

all membership interests of Merger Sub, issued and outstanding immediately prior to the Effective Time shall be converted into the Pass Through Number of validly issued, fully paid and nonassessable (except as limited by the OLLCA) NuScale LLC Class A Units free and clear of all Liens (other than restrictions on transfer under applicable Securities Laws and the A&R NuScale LLC Agreement) and NuScale Corp shall be admitted as a member and designated as the sole manager of NuScale LLC. The “Pass Through Number” is equal to the number of shares, after consummation of the Domestication, of NuScale Corp Class A Common Stock that are outstanding immediately after the Effective Time, after giving effect to all the Transactions and in the Subscription Agreement.

In connection with the foregoing and contemporaneously with the execution of the Merger Agreement, Spring Valley entered into Subscription Agreements with each of the PIPE Investors, pursuant to which the PIPE Investors have agreed to subscribe for and purchase, and Spring Valley has agreed to issue and sell to the PIPE Investors, an aggregate of 21,300,002 shares of NuScale Corp Class A Common Stock at an aggregate price of approximately $10.00 per share, for aggregate gross proceeds of $211,000,000, on the terms and subject to the conditions set forth in the Subscription Agreements and the Merger Agreement. The shares of NuScale Corp Class A Common Stock to be issued pursuant to the Subscription Agreements have not been registered under the Securities Act in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act. Spring Valley has granted the PIPE Investors certain registration rights in connection with

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the PIPE Investment. The PIPE Investment is contingent upon, among other things, the substantially concurrent closing of the Transactions.

In connection with the Transactions, certain related agreements have been, or will be entered into on or prior to Closing, including the Subscription Agreements, the Support Agreement, the Sponsor Letter Agreement and the Tax Receivable Agreement, (each as defined in the accompanying Proxy Statement/​Prospectus). See “— Related Agreements” for more information.

Effect of the Domestication on Existing Spring Valley Equity in the Transactions

In addition, the Domestication will result in, among other things, the following, each of which will occur prior to the Effective Time:

•

each issued and outstanding Spring Valley Class A ordinary share will convert automatically, on a one-for-one basis, into one share of NuScale Corp Class A Common Stock;

•

each issued and outstanding Spring Valley Public Warrant will convert automatically, on a one-for-one basis, into one warrant to acquire one share of NuScale Corp Class A Common Stock at an exercise price of $11.50 per share on the terms and conditions set forth in the Spring Valley warrant agreement;

•

the Existing Organizational Documents will be amended and restated and become the Proposed Organizational Documents as described in this Proxy Statement/Prospectus;

•

the form of the Proposed Charter and Proposed Bylaws will be appropriately adjusted to give effect to any amendments contemplated by the form of the Proposed Charter or Proposed Bylaws that are not adopted and approved by the Spring Valley shareholders, other than the amendments to the Existing Organizational Documents that are contemplated by the Organizational Documents Proposal; and

•

in connection with the first three bullets above, each issued and outstanding Unit that has not been previously separated into the underlying Spring Valley Class A ordinary share and underlying Spring Valley Public Warrant upon the request of the holder thereof prior to the Domestication will be cancelled and will entitle the holder thereof to one share of NuScale Corp Class A Common Stock and one-half of one warrant, with each whole warrant representing the right to acquire one share of NuScale Corp Class A Common Stock at an exercise price of $11.50 per share of NuScale Corp Class A Common Stock on the terms and conditions set forth in the warrant agreement.

Conversion; Consideration to NuScale Equityholders in the Transactions

At the Effective Time, the Existing NuScale LLCA will be amended and restated as the A&R NuScale LLC Agreement, and, in connection therewith, (1) each existing preferred unit of NuScale LLC issued and outstanding immediately prior to the Effective Time will be reclassified into Existing NuScale Common Units and (2) immediately after such reclassification, each Existing NuScale Common Unit (including those created in the preceding reclassification) will be reclassified into a fraction of a NuScale LLC Class B Unit equal to the Exchange Ratio. At the Closing, each NuScale Equityholder will also receive a number of shares of duly authorized, validly issued, fully paid and nonassessable, non-economic voting shares of NuScale Corp Class B Common Stock equal to the number of NuScale LLC Class B Units held by such NuScale Equityholder as a result of the Merger. Following the Closing, subject to the terms and conditions of the A&R NuScale LLC Agreement and the applicable exchange policy and other applicable organizational agreements, the holders of NuScale LLC Class B Units shall be able to exchange (x) one NuScale LLC Class B Unit and one share of NuScale Corp Class B Common Stock for (y) one share of NuScale Corp Class A Common Stock.

The Closing Acquiror Cash will be contributed by Spring Valley to Merger Sub as part of the Transactions.

In addition to the consideration described above, each NuScale Equityholder may have the right to receive certain payments under the Tax Receivable Agreement.

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Use of Aggregate NuScale Corp Proceeds

The Closing Acquiror Cash will be used for general corporate purposes after the Closing.

Closing and Effective Time of the Transactions

The closing of the Transactions is required to take place electronically by exchange of the closing deliverables on the third (3rd) business day following the satisfaction (or, to the extent permitted by applicable law, waiver) of the conditions described below under the section entitled “— Conditions to Closing of the Transactions,” ​(other than those conditions that by their nature are to be satisfied at the Closing, but subject to satisfaction or waiver of such conditions) or at such other place, date and/or time as Spring Valley and NuScale LLC may mutually agree in writing.

Conditions to Closing of the Transactions

Conditions to Each Party’s Obligations

The respective obligations of each party to the Merger Agreement to consummate the Merger are subject to the satisfaction or, if permitted by applicable law, waiver by mutual agreement of each party of the following conditions:

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any applicable waiting period under the HSR Act relating to the Transactions having been expired or been terminated and any agreements with any governmental authority not to consummate the Transactions contemplated by the Merger Agreement having been expired or terminated;

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no order or law issued by any court of competent jurisdiction or other governmental entity or other legal restraint or prohibition preventing the consummation of the Transactions contemplated by Merger Agreement being in effect;

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Spring Valley having provided an opportunity to the Public Shareholders to have their shares of Spring Valley Class A ordinary shares redeemed for the consideration shall have been completed in accordance with the terms of the Merger Agreement and this Proxy Statement/Prospectus;

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this Proxy Statement/Prospectus becoming effective in accordance with the provisions of the Securities Act, no stop order being issued by the SEC and remaining in effect with respect to this Proxy Statement/Prospectus, and no proceeding seeking such a stop order being threatened or initiated by the SEC and remaining pending;

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the approval of each Condition Precedent Proposal, other than the Domestication Proposal, the Organizational Documents Proposal and the Director Election Proposal, by the affirmative vote of the holders of a majority of the Spring Valley ordinary shares cast at the Special Meeting, with respect to the Director Election Proposal only, by the affirmative vote of the holders of a majority of the Spring Valley Class B ordinary shares cast at the Special Meeting and, with respect to the Domestication Proposal and the Organizational Documents Proposal only, the affirmative vote of holders of a two-thirds (2/3rds) majority of the Spring Valley Class A ordinary shares cast at the Special Meeting;

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the approval of the Merger Agreement and, to the extent required, the Transactions contemplated by the Merger Agreement, including the Merger (including (i) approval of the Transactions contemplated by the Merger Agreement by the holders of at least a majority of all outstanding units of preferred units of NuScale LLC and (ii) approval of the Transactions contemplated by the Merger Agreement by the holders of a majority of the outstanding NuScale LLC Units, voting together as a single class on an as-converted basis); and

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the Spring Valley Class A ordinary shares will not have been redeemed in an amount that would cause Spring Valley’s net tangible assets to be less than $5,000,001.

Other Conditions to the Obligations of Spring Valley

The obligations of Spring Valley to consummate the Merger are subject to the satisfaction or waiver by Spring Valley of the following further conditions:

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the representations and warranties of NuScale LLC regarding organization and qualification of NuScale LLC, the authority and approvals of NuScale LLC to, among other things, execute and deliver the Merger Agreement, and each of the ancillary documents attached thereto to which it is or will be a party and to consummate the transactions contemplated thereby, absence of certain changes or events and brokers fees being true and correct in all material respects as of the Closing Date as if made at and as of such date (or, if given as of an earlier date, as of such earlier date);

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the representations and warranties regarding the capitalization of NuScale LLC being true and correct in all respects (except for de minimis inaccuracies) as of the Closing Date (or, if given as of an earlier date, as of such earlier date);

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the other representations and warranties of NuScale LLC being true and correct (without giving effect to any limitation as to “materiality” or “Company Material Adverse Effect” or any similar limitation set forth in the Merger Agreement) as of the Closing Date (or, if given as of an earlier date, as of such earlier date), except where the failure of such representations and warranties to be true and correct, taken as a whole, does not result in a Company Material Adverse Effect (as defined below);

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NuScale LLC having performed and complied in all material respects with the covenants required to be performed or complied with by it under the Merger Agreement prior to the Closing;

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Spring Valley must have received a certificate signed by an officer of NuScale LLC confirming that the conditions set forth in the aforementioned conditions in this section have been satisfied;

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Spring Valley must have received the executed counterparts to all of the ancillary agreements to which NuScale LLC or any of its unitholders is party;

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since the date of the Merger Agreement, no Company Material Adverse Effect will have occurred; and

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delivery by NuScale LLC three business days prior to Closing of fully executed copies of the Fluor Payoff Waiver (as defined in the Merger Agreement), in each case, in form and substance reasonably satisfactory to Spring Valley.

Other Conditions to the Obligations of NuScale LLC

The obligations of NuScale LLC to consummate the Merger are subject to the satisfaction or waiver by NuScale LLC of the following further conditions:

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the representations and warranties of Spring Valley and Merger Sub regarding organization and qualification, the authority to, among other things, execute and deliver the Merger Agreement, and each of the ancillary documents thereto to which it is or will be a party and to consummate the transactions contemplated thereby, absence of certain changes or events and brokers fees being true and correct, in all material respects as of the Closing Date, as though made on and as of the Closing Date (or, if given as of an earlier date, as of such earlier date);

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the representations and warranties regarding the capitalization of Spring Valley and Merger Sub being true and correct in all respects, (except for de minimis inaccuracies) as of the Closing Date (or, if given as of an earlier date, as of such earlier date);

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the other representations and warranties regarding Spring Valley and Merger Sub being true and correct (without giving effect to any limitation of “materiality” or “material adverse effect” or any similar limitation set forth in the Merger Agreement) as of the Closing Date, except where the failure of such representations and warranties to be true and correct, taken as a whole, does not result in an Acquiror Material Adverse Effect (as defined below);

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Spring Valley having performed and complied in all material respects with the covenants required to be performed or complied with by it under the Merger Agreement;

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NuScale LLC must have received a certificate signed by an officer of Spring Valley confirming that the conditions set forth in the aforementioned conditions in this section have been satisfied;

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the Existing Organizational Documents shall be amended and restated in the form of the Proposed Charter;

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the NuScale Corp Class A Common Stock to be issued in connection with the Transactions shall have been approved for listing on Nasdaq, subject only to official notice of issuance thereof and the requirement to have a sufficient number of round lot holders;

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NuScale LLC must have received the executed counterparts to all of the ancillary agreements to which Spring Valley or Sponsor is party;

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certain directors and executive officers of Spring Valley shall have been removed from their respective positions or tendered their irrevocable resignations, in each case effective as of the Effective Time; and

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Closing Acquiror Cash of at least $200,000,000, and Spring Valley having made arrangements for any Closing Acquiror Cash held in the Trust Account to be released from the Trust Account at the Effective Time.

Representations and Warranties

Under the Merger Agreement, NuScale LLC made customary representations and warranties to Spring Valley and Merger Sub relating to: organization, standing and corporate power; corporate authority, approval and non-contravention; governmental approvals; capitalization; financial statements and internal controls; compliance with laws; absence of certain changes or events; no undisclosed liabilities; information supplied; litigation; contracts; employee benefits; labor and employment; taxes; intellectual property; data protection; information technology; real property; corrupt practices and sanctions; insurance; competition and trade regulation; environmental matters; customers and suppliers; brokers; United States nuclear regulatory matters; affiliate agreements; and no other representations or warranties.

Under the Merger Agreement, Spring Valley and Merger Sub made customary representations and warranties to NuScale LLC relating to: organization, standing and corporate power; corporate authority, approval, non-contravention and governmental approvals; compliance with laws; employee benefit plans; financial ability and the Trust Account; taxes; brokers; SEC reports, financial statements and the Sarbanes-Oxley Act; business activities and absence of changes; information supplied and registration statement; litigation; no outside reliance; capitalization; Nasdaq stock market quotation; affiliate agreements; corrupt practices; PIPE Investment amounts and Subscription Agreements; and no other representations or warranties.

Material Adverse Effect

Under the Merger Agreement, certain representations and warranties of NuScale LLC, Spring Valley and Merger Sub are qualified in whole or in part by materiality thresholds. In addition, certain representations and warranties of NuScale LLC, Spring Valley and Merger Sub are qualified in whole or in part by a material adverse effect standard for purposes of determining whether a breach of such representations and warranties has occurred.

Pursuant to the Merger Agreement, (1) an “Acquiror Material Adverse Effect” means any event, change, circumstance or development (each an “Effect”) that, individually or in the aggregate with all other Effects, has had or would reasonably be expected to have (x) a material adverse effect on the financial condition, assets, liabilities, business, or results of operations of Spring Valley and Merger Sub, taken as a whole, or (y) a prevention, material delay or material impairment in the ability of Spring Valley or Merger Sub to timely consummate the Transactions; and (2) a “Company Material Adverse Effect” means any Effect that, individually or in the aggregate with all other Effects, (a) is or would be reasonably expected to be materially adverse to the business, financial condition or results of operations of the Company or any subsidiary of the Company, taken as a whole, or (b) the ability of NuScale LLC to consummate the Transactions; provided, however, that none of the following shall be deemed to constitute, alone or in combination, or be taken into account in the determination of whether, there has been or will be a Company Material Adverse Effect: (i) any change in or change in the interpretation of any applicable Laws (including COVID Measures (as defined in the Merger Agreement)) or U.S. GAAP, (ii) any events or conditions generally affecting any geographic area in which the Company or any subsidiary of the Company operates, (iii) any downturn in general economic conditions, including changes in the credit, debt, securities, financial or

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capital markets (including changes in interest or exchange rates, prices of any security or market index or commodity or any disruption of such markets), (iv) any geopolitical conditions, outbreak of hostilities, acts of war, sabotage, embargo, civil unrest, cyberterrorism, terrorism, military actions, earthquakes, volcanic activity, hurricanes, tsunamis, tornadoes, floods, mudslides, wild fires or other natural disasters, weather conditions, epidemics, pandemics or other outbreaks of illness or public health events (including COVID-19) and other force majeure events (including any escalation or general worsening of any of the foregoing Effects), (v) any actions taken or not taken by the Company or any subsidiary of the Company as required by the Merger Agreement or any Ancillary Agreement (as defined in the Merger Agreement), (vi) any Effect attributable to the announcement or execution, pendency or consummation of the Merger or the performance of the Merger Agreement (including the impact thereof on relationships with customers, suppliers, licensors, distributors, partners, providers and employees), (vii) any such Effect relating to or resulting from general changes in the nuclear industry, (viii) any failure to meet any projections, forecasts or budgets; provided, that this clause (viii) will not prevent a determination that any Effect underlying such failure has resulted in a Company Material Adverse Effect, or (ix) any actions taken, or failures to take action, or such other changes or events, in each case, which Spring Valley has consented to in writing prior to the taking of, or failure to take, such action, except in the cases of clauses (i) through (iv) and (vii) to the extent the Company or any subsidiary of the Company is as a whole materially disproportionately affected thereby as compared with other participants in the nuclear industry.

Covenants of the Parties

Covenants of NuScale LLC

NuScale LLC made certain covenants under the Merger Agreement, including, among others, the following:

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Subject to certain exceptions (including with respect to potential suspension of operations for COVID-19) or as consented to in writing by Spring Valley (such consent not to be unreasonably conditioned, withheld or delayed), prior to the Closing, NuScale LLC will use commercially reasonable efforts to conduct and operate its business in the ordinary course, consistent with past practice, in all material respects, use commercially reasonable efforts to preserve intact NuScale LLC’s current business organization and ongoing businesses, and maintain its existing relations and goodwill with its customers, suppliers, distributors and creditors, and use commercially reasonable efforts to retain the services of its present officers.

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Subject to certain exceptions, prior to the Closing, NuScale LLC will not do any of the following without Spring Valley’s consent (such consent not to be unreasonably conditioned, withheld or delayed):

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change or amend the articles of organization, limited liability company operating agreement or other organizational documents of NuScale LLC or its subsidiaries;

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declare, make or pay any dividend or other distribution to NuScale LLC members or redeem any of its equity interests;

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create, allot, issue, redeem or repurchase any shares or other securities convertible into shares of NuScale LLC or its subsidiaries, except pursuant to the exercise of options or warrants, or agree to do any of the foregoing;

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reclassify, combine, split, subdivide or redeem, or purchase or otherwise acquire, directly or indirectly, any of its capital stock, other than redemptions of equity securities from former employees in the ordinary course of business consistent with past practice upon the terms set forth in the underlying agreements governing such equity securities;

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enter into, or amend or modify any material term of, terminate, or waive or release any material right, claim or benefit under any material contract or lease to which NuScale LLC or its subsidiaries is a party or otherwise bound, other than in the ordinary course of business, consistent with past practice;

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enter into, or amend or modify any material term of, terminate, or waive or release any material right, claim or benefit under any related-party contract;

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sell, transfer, lease, pledge, license or otherwise encumber or subject to any lien, abandon, cancel, let lapse or convey or dispose of any assets, properties or businesses of NuScale LLC or any of its subsidiaries (including its intellectual property) to any person that is not NuScale LLC or one of its subsidiaries, except for sale of inventory in the ordinary course of business consistent with past practice, subject to certain exceptions;

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intentionally permit any material item of intellectual property to lapse or to be abandoned, invalidated, dedicated to the public, disclaimed or otherwise become unenforceable or fail to make any applicable filings, recordings or similar actions or fail to pay all fees required to maintain and protect its intellectual property interest;

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materially increase the compensation, benefits or severance payable to any current or former employee, executive officer or director; adopt or materially amend any material benefit plan or any collective bargaining agreement; or waive or release any noncompetition, nonsolicitation, nondisclosure, nondisparagement or other restrictive covenant of current or former employees of NuScale LLC or its subsidiaries;

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acquire (including by merger or consolidation with) or merge or consolidate with, or purchase a material portion of the assets or equity of) any person or division thereof;

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enter into any joint venture;

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adopt or enter into a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of NuScale LLC or any of its subsidiaries;

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make any capital expenditures outside of NuScale LLC’s annual capital expenditure budget in excess of specified thresholds;

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make, revoke or change any material tax election or change any material tax accounting method or period;

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initiate, waive, release, compromise, settle or satisfy any pending or threatened material claim (which shall include, but not be limited to, any pending or threatened action) or compromise or enter into any settlements in excess of a specified threshold, other than in the ordinary course of business consistent with past practice;

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incur, issue, assume, guarantee or otherwise become liable for any indebtedness, other than intercompany indebtedness or in the ordinary course of business consistent with past practice;

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make any loans, advances or capital contributions to, or investments in, any other Person or materially change its existing borrowing and lending arrangements other than would be consistent with past practice in the ordinary course of business;

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enter into any material new line of business;

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fail to maintain the Company Permits (as defined in the Merger Agreement);

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make any material change in financial accounting methods, principles or practices;

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voluntarily fail to maintain, cancel or materially change coverage under any insurance policy maintained with respect to NuScale LLC and its assets and properties;

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voluntarily terminate or fail to diligently pursue any design certification, pre-application, application or SDA activities at the NRC or analogous proceedings with any governmental authority outside of the United States;

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fail to maintain the Leased Company Properties (as defined in the Merger Agreement) in substantially the same condition as of December 13, 2021, with the exception of ordinary wear and tear, casualty and condemnation;

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issue any additional equity securities pursuant to (i) the Agreement to Convert Debt into Equity, dated March 3, 2014, by and between NuScale LLC and Enercon Services, Inc., as amended by Amendment No. 1 to Agreement to Convert Debt to Equity, dated November 16,

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2015, (ii) the Agreement to Convert Debt into Equity, dated April 26, 2012, by and between NuScale LLC and ARES Corporation, and (iii) the Strategic Supplier Agreement, dated May 5, 2016, between NuScale LLC and Weed Instrument Co., dba Ultra Electronics Nuclear Sensors and Process Instrumentation; and

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NuScale LLC acknowledges that Spring Valley is a blank check company, waives any past, present or future claim of any kind against the Trust Account and agrees not to seek recourse against the Trust Account for any reason (subject to certain exceptions).

Covenants of Spring Valley

Spring Valley made certain covenants under the Merger Agreement, including, among others, the following:

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Subject to certain exceptions, prior to the Closing, Spring Valley will, and will cause Merger Sub to, not do any of the following without NuScale LLC’s written consent (such consent not to be unreasonably conditioned, withheld or delayed):

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change, modify or amend the Trust Agreement (as defined in the Merger Agreement) or the organizational documents of Spring Valley or Merger Sub;

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declare, make or pay any dividend or other distribution in respect of any of its outstanding capital stock or other equity interests or otherwise adjust its capital structure;

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make, revoke or change any material tax election or change any material tax accounting method or period;

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enter into, renew or amend in any material respect any related-party contract;

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waive, release, compromise, settle or satisfy any pending or threatened action or compromise or enter into any settlements, other than in the ordinary course of business consistent with past practice;

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incur, create, assume, refinance, guarantee or otherwise become liable for (whether directly, contingently or otherwise) any indebtedness;

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offer, issue, grant or sell any of its capital stock, other equity interests or securities convertible into any such capital stock or equity interests in Spring Valley or Merger Sub, other than in connection with the exercise of outstanding warrants or the PIPE Investment;

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adopt or amend any benefit plan, or enter into any employment contract or collective bargaining agreement other than the Long-Term Incentive Plan (as described below);

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acquire (including by merger or consolidation with, or merger or consolidate with, or purchase a material portion of the assets or equity of) and person or division thereof;

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adopt or enter into a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of Spring Valley or Merger Sub;

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make any capital expenditures;

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make any loans, advances or capital contributions to, or investments in, any other person or make any change in its existing borrowing or lending arrangements;

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enter into any new line of business;

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make any change in financial accounting methods, principles or practices, except insofar as may have been required by a change in, or a new application of, GAAP (including pursuant to standards, guidelines and interpretations of the Financial Accounting Standards Board or any similar organization) or applicable law;

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voluntarily fail to maintain, cancel or materially change coverage under any insurance policy maintained with respect to it and its assets and properties;

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Spring Valley will use reasonable best efforts, as promptly as reasonably practicable following the effectiveness of this registration statement of which this Proxy Statement/Prospectus forms a part, to duly convene and hold the special meeting in accordance with the Cayman Islands Companies Act;

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Subject to certain exceptions, Spring Valley shall use its reasonable best efforts to ensure that Spring Valley remains listed as a public company on Nasdaq and to cause the NuScale Corp Class A Common Stock to be issued in connection with the Transactions, including the Domestication and the Merger, to be approved for listing on Nasdaq;

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Prior to the Closing, Spring Valley may, subject to certain restrictions, purchase a “tail” policy providing liability insurance coverage for Spring Valley’s directors and officers with respect to matters occurring on or prior to the Closing;

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Prior to the Closing or termination of the Merger Agreement, Spring Valley shall, and shall use its reasonable best efforts to cause its representatives to, cease any solicitations, discussions or negotiations with any person conducted prior to entry into the Merger Agreement in connection with a proposed business combination or any inquiry or request for information that could reasonably be expected to lead to, or result in, a proposed business combination. Spring Valley will also provide prompt written notice to NuScale LLC of the receipt of any inquiry, proposal, offer or request for information received after the date of the Merger Agreement that constitutes, or could reasonably be expected to result in or lead to, any proposed business combination and will keep NuScale LLC reasonably informed of any material developments with respect to any such proposal; and

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Spring Valley shall not incur any Transaction Expenses (as defined in the Merger Agreement and excluding deferred underwriting fees and PIPE placement agent fees) in excess of $7,300,000 without the prior written consent of NuScale LLC.

Mutual Covenants of the Parties

The parties made certain mutual covenants under the Merger Agreement, including, among others, the following:

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using commercially reasonable efforts to consummate the Transactions;

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soliciting Company Unitholder Approvals (as defined in the Merger Agreement);

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keeping certain information confidential in accordance with the existing non-disclosure agreements;

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intending that the Domestication and the Merger will each constitute a transaction treated as a “reorganization” within the meaning of Section 368 of the Code and agreeing not to take any action that would reasonably be expected to cause the Domestication or the Merger to fail to qualify for such treatment; and

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cooperating in connection with certain tax matters and filings.

In addition, Spring Valley and NuScale LLC agreed that Spring Valley and NuScale LLC will prepare and mutually agree upon and Spring Valley will file with the SEC, this Proxy Statement/Prospectus on Form S-4 relating to the Transactions.

Board of Directors

Following the Closing, it is expected that the current management of NuScale LLC will become the management of NuScale Corp, and the NuScale Corp Board will initially consist of eight (8) directors. Pursuant to the Merger Agreement, the NuScale Corp Board will initially consist of (i) seven (7) individuals designated by NuScale LLC, three (3) of whom shall each qualify as “independent directors” under the applicable listing and corporate governance rules and regulations of Nasdaq, and (ii) one (1) individual designated by Spring Valley. Please see the section entitled “Management of NuScale Corp Prior To and Following the Transactions” for further information.

Survival of Representations, Warranties and Covenants

The representations, warranties, covenants, obligations or other agreements in the Merger Agreement terminate at the Effective Time, except for those covenants and agreements that by their terms expressly apply in whole or in part after the Closing, and then only with respect to any breaches occurring after the Closing, and those contained in Sections 6.04, 8.04, 10.02 and Article XI of the Merger Agreement.

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Termination

The Merger Agreement may be terminated and the Transactions may be abandoned under certain customary and limited circumstances at any time prior to the Closing, including the following:

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by mutual written consent of Spring Valley and NuScale LLC;

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prior to the Closing, by written notice to NuScale LLC from Spring Valley if (i) there is any breach of any representation, warranty, covenant or agreement on the part of NuScale LLC set forth in the Merger Agreement, such that certain conditions in the Merger Agreement would not be satisfied at the Closing (a “Terminating Company Breach”), except that, if any such Terminating Company Breach is curable by NuScale LLC through the exercise of its commercially reasonable efforts, then, for a period of up to 30 days (or any shorter period of the time that remains between the date Spring Valley provides written notice of such violation or breach and the Termination Date (as defined below)) after receipt by NuScale LLC of notice from Spring Valley of such breach, but only as long as NuScale LLC continues to use its commercially reasonable efforts to cure such Terminating Company Breach (the “Company Cure Period”), such termination shall not be effective, and such termination shall become effective only if the Terminating Company Breach is not cured within the Company Cure Period, (ii) the Closing has not occurred on or before May 20, 2022, as such date may be extended upon the mutual written consent of NuScale LLC and Spring Valley (the “Termination Date”), or (iii) the consummation of the Merger is permanently enjoined or prohibited by the terms of a final, non-appealable Governmental Order or other Law; provided, that the right to terminate the Merger Agreement in this manner shall not be available if either (A) Spring Valley’s failure to fulfill any obligation under the Merger Agreement has been the primary cause of, or primarily resulted in, the failure of the Closing to occur on or before such date or (B) Spring Valley is in breach of the Merger Agreement on such date, which breach could give rise to a right of NuScale LLC to terminate the Merger Agreement;

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prior to the Closing, by written notice to Spring Valley from NuScale LLC if (i) there is any breach of any representation, warranty, covenant or agreement on the part of Spring Valley set forth in the Merger Agreement, such that certain conditions in the Merger Agreement would not be satisfied at the Closing (a “Terminating Acquiror Breach”), except that, if any such Terminating Acquiror Breach is curable by Spring Valley through the exercise of its commercially reasonable efforts, then, for a period of up to 30 days (or any shorter period of the time that remains between the date NuScale LLC provides written notice of such violation or breach and the Termination Date) after receipt by Spring Valley of notice from NuScale LLC of such breach, but only as long as Spring Valley continues to use its commercially reasonable efforts to cure such Terminating Acquiror Breach (the “Acquiror Cure Period”), such termination shall not be effective, and such termination shall become effective only if the Terminating Acquiror Breach is not cured within the Acquiror Cure Period, (ii) the Closing has not occurred on or before the Termination Date, or (iii) the consummation of the Merger is permanently enjoined or prohibited by the terms of a final, non-appealable governmental order or other law; provided, that the right to terminate the Merger Agreement in this manner will not be available if either (A) NuScale LLC’s failure to fulfill any obligation under the Merger Agreement has been the primary cause of, or primarily resulted in, the failure of the Closing to occur on or before such date or (B) NuScale LLC is in breach of the Merger Agreement on such date, which breach could give rise to a right of Spring Valley to terminate the Merger Agreement;

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by written notice from NuScale LLC to Spring Valley if the Shareholder Proposals are not approved at the Special Meeting (subject to any adjournment or recess of the meeting); or

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by written notice from Spring Valley to NuScale LLC if the Company Unitholder Approvals (as defined in the Merger Agreement) have not been obtained within 10 Business Days (as defined in the Merger Agreement) following the date the Merger Agreement was executed (which such Company Unitholder Approvals have been obtained within such 10 Business Day period).

If the Merger Agreement is validly terminated, none of the parties to the Merger Agreement will have any liability or any further obligation under the Merger Agreement other than customary confidentiality obligations, except in the case of a Willful Breach (as defined in the Merger Agreement) of the Merger Agreement.

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Expenses

Except as otherwise provided in the Merger Agreement, each party thereto shall bear its own expenses incurred in connection with the Merger Agreement and the Transactions contemplated thereby whether or not such transactions will be consummated, including all fees of its legal counsel, financial advisers and accountants; provided, however, that, each of NuScale LLC and Spring Valley shall bear 50% of all transfer agent fees and exchange agent fees incurred in connection with the Merger Agreement and the Transactions therein contemplated whether or not such Transactions will be consummated, and on the Closing Date following the Closing, (a) Spring Valley shall pay or cause to be paid by wire transfer of immediately available funds all documented out-of-pocket fees and disbursements of NuScale LLC for outside counsel incurred in connection with the Transactions and fees and expenses of NuScale LLC for any other agents, advisors, consultants, experts and financial advisors employed by NuScale LLC incurred in connection with the Transactions (the “Outstanding Company Expenses”), and (b) Spring Valley shall pay or cause to be paid by wire transfer of immediately available funds all reasonable, documented out-of-pocket fees and disbursements of Spring Valley, Merger Sub, or the Sponsor for outside counsel and fees and expenses of Spring Valley, Merger Sub or the Sponsor or for any other agents, advisors, consultants, experts and financial advisors employed by or on behalf of Spring Valley, Merger Sub or the Sponsor incurred in connection with the Transactions.

Additionally, Spring Valley and NuScale LLC shall each bear 50% of all HSR filing fees, registration fees and all transfer, documentary, sales, use, stamp, registration, value added or other similar taxes incurred in connection with the Transactions.

Governing Law

The Merger Agreement is governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the law of another jurisdiction (except that the Cayman Islands Companies Act also applies to the Domestication).

Amendments

The Merger Agreement may be amended or modified in whole or in part only by a written agreement executed and delivered in the same manner as the Merger Agreement (but not necessarily by the same natural persons who executed the Merger Agreement) and which makes reference to the Merger Agreement.

Ownership of NuScale Corp

As of the date of this Proxy Statement/Prospectus, there are 28,750,000 ordinary shares issued and outstanding, which includes an aggregate of 5,750,000 Spring Valley Class B ordinary shares held by the Initial Shareholders, including the Sponsor. In addition, as of the date of this Proxy Statement/Prospectus, there is outstanding an aggregate of 20,400,000 warrants to acquire ordinary shares, comprised of 8,900,000 Spring Valley Private Placement Warrants held by the Sponsor and 11,500,000 Spring Valley Public Warrants. Each whole warrant entitles the holder thereof to purchase one Spring Valley Class A ordinary share and, following the Domestication, will entitle the holder thereof to purchase one share of NuScale Corp Class A Common Stock. Therefore, as of the date of this Proxy Statement/Prospectus (without giving effect to the Transactions and assuming that none of the outstanding Public Shares are redeemed in connection with the Transactions), Spring Valley’s fully diluted share capital would be 49,150,000 Spring Valley ordinary shares.

The following table illustrates varying ownership levels in NuScale Corp Common Stock immediately following the consummation of the Transactions based on the varying levels of redemptions by the Public Shareholders and the following additional assumptions: (i) 177,782,129 shares of NuScale Corp Class B Common Stock are issued to the NuScale Equityholders at Closing in both the Assuming No Redemptions scenario and in the Assuming Maximum Redemptions scenario; (ii) 21,300,002 shares of NuScale Corp Class A Common Stock are issued in the PIPE Investment; and (iii) no Spring Valley warrants to purchase NuScale Corp Class A Common Stock that will be outstanding immediately following Closing have been exercised. See “Unaudited Pro Forma Condensed Combined Financial Information” for more details. If the

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actual facts differ from these assumptions, the ownership percentages in NuScale Corp will be different and totals may not add up to 100% due to rounding.

​	Share Ownership in NuScale Corp (Percentage of Outstanding Shares)
​	Assuming No Redemptions		Assuming Maximum Redemptions
NuScale Equityholders	​	78.6%	​	87.8%
PIPE Investors	​	9.4%	​	10.5%
Spring Valley Public Shareholders(1)	​	10.2%	​	0.0%
Initial Shareholders(2)	​	1.8%	​	1.7%

(1)

Consists of 23,000,000 Public Shares issued in connection with Spring Valley’s Initial Public Offering, or no Public Shares assuming that all 23,000,000 of Spring Valley’s outstanding Public Shares are redeemed in connection with the Transactions.

(2)

Includes 4,023,803 shares (including 3,903,803 shares held by the Sponsor and its affiliates) of NuScale Corp Class A Common Stock in the Assuming No Redemptions scenario, or 3,371,335 shares (including 3,251,335 shares held by the Sponsor and its affiliates) of NuScale Corp Class A Common Stock in the Assuming Maximum Redemptions scenario, subject to certain vesting forfeiture terms with respect to up to 35% of the NuScale Corp Common Stock beneficially owned by Sponsor immediately following the Closing. In both scenarios, does not include 500,000 shares to be acquired by certain affiliates of Spring Valley in the PIPE Investment.

Related Agreements

This section describes certain additional agreements entered into or to be entered into pursuant to the Merger Agreement but does not purport to describe all of the terms thereof. The following summary is qualified in its entirety by reference to the complete text of each of the agreements. The form of Subscription Agreement, the Support Agreement, the Sponsor Letter Agreement, the form of Registration Rights Agreement and the form of Tax Receivable Agreement are attached hereto as Annex F, Annex G, Annex H, Annex I and Annex J, respectively. You are urged to read such agreements in their entirety prior to voting on the proposals presented at the extraordinary general meeting.

PIPE Investment

Spring Valley entered into Subscription Agreements with the PIPE Investors to consummate the PIPE Investment, pursuant to which the PIPE Investors have agreed to subscribe for and purchase, and Spring Valley has agreed to issue and sell to the PIPE Investors, an aggregate of 21,300,002 shares of NuScale Corp Class A Common Stock at a price of approximately $10.00 per share, for aggregate gross proceeds of $211,000,000. $30,000,000 of the PIPE Investment has been committed by a foreign investor, and NuScale Corp expects to hold this amount as restricted cash pending approval of the investment by CFIUS. As part of the 21,300,002 shares of NuScale Corp Class A Common Stock to be issued pursuant to the Subscription Agreements, certain affiliates of Spring Valley have agreed to subscribe for and purchase 500,000 shares of NuScale Corp Class A Common Stock on the same terms and conditions of the other PIPE Investors at a price of $10.00 per share, for aggregate gross proceeds of $5,000,000. The NuScale Corp Class A Common Stock to be issued pursuant to the Subscription Agreements have not been registered under the Securities Act in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act. Spring Valley has granted the PIPE Investors certain registration rights in connection with the PIPE Investment. The PIPE Investment is contingent upon, among other things, the substantially concurrent closing of the Transactions.

Support Agreement

Concurrently with the execution of the Merger Agreement, the Sponsor Sub and each of Spring Valley’s directors entered into the Support Agreement with NuScale LLC and Spring Valley, pursuant to

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which, among other things, the Sponsor Sub and such directors agreed to vote all of their respective Spring Valley ordinary shares (subject to certain exceptions) in favor of the approval and adoption of the Transactions.

Sponsor Letter Agreement

Concurrently with the execution of the Merger Agreement, Spring Valley, the Sponsor Sub and NuScale LLC entered into the Sponsor Letter Agreement pursuant to which the parties thereto agreed to, among other things, (i) certain forfeiture terms with respect to a certain percentage of the NuScale Corp Class A Common Stock owned by such parties as a result of conversion of shares of Spring Valley Class B ordinary shares if Closing Acquiror Cash is less than $432 million as described in more detail in “— The Merger Agreement” section above, (the amount of shares held immediately following any such cancellation, the “Remaining Sponsor Shares”) (ii) certain vesting and forfeiture terms with respect to the lesser of (A) 35% of NuScale Corp Class A Common Stock beneficially owned by the Sponsor Sub immediately following the Closing and (B) the Remaining Sponsor Shares minus 2,400,000 (such lesser amount of (A) and (B), the “Unvested Shares”), (iii) not to transfer, assign or sell any securities held by them subject to the lock-up provisions described therein or exercise any of their Spring Valley Warrants on a cashless basis until the expiration of a certain applicable lock-up period (such lock-up provisions apply also to certain permitted transferees of the Sponsor Sub) and (iv) extend the May 27, 2022 deadline by which Spring Valley must complete an initial business combination by six months to November 27, 2022 upon Sponsor’s purchase of 2,300,000 additional Spring Valley Warrants for $2,300,000. Further, one-half (1/2) of the Unvested Shares vest if, over any 20 Trading Days (as defined in the Sponsor Letter Agreement) occurring within any consecutive Trading Day period that occurs entirely following the Closing until the fifth (5th) anniversary of the Closing, the daily VWAP of the NuScale Corp Class A Common Stock is greater than or equal to $12.00 per share and the other one-half (1/2) of Unvested Shares vest if such VWAP is greater than or equal to $14.00 per share. On the fifth (5th) anniversary of the Closing, all remaining Unvested Shares will be forfeited.

Registration Rights Agreement

At the Closing, NuScale Corp, the Sponsor, the Sponsor Sub, the former independent directors of Spring Valley and certain of Spring Valley and NuScale LLC holders intend to enter into the Registration Rights Agreement covering approximately 193.3 million shares of NuScale Corp Class A Common Stock, which will amend and restate in its entirety the registration and shareholder rights agreement between Spring Valley and the Initial Shareholders, pursuant to which, among other things, the Sponsor and other holders party thereto will be granted certain registration rights, on the terms and subject to the conditions therein.

In particular, the Registration Rights Agreement provides for the following registration rights:

• Demand registration rights.   At any time after 180 days from the Closing, NuScale Corp will be required, upon the written request of the holders who hold at least a majority in interest of the then-outstanding number of Registrable Securities (as defined in the Registration Rights Agreement), to file a registration statement and use commercially reasonable efforts to effect the registration of all or part of their registrable securities.

• Shelf registration rights.   Within 30 days after the Closing, NuScale Corp will be required to file a shelf registration statement pursuant to Rule 415 of the Securities Act and use its commercially reasonable efforts to cause such registration statement to be declared effective as promptly as reasonably practicable after the initial filing thereof, but in no event later than 90 days after the Closing Date; provided, that the such deadline shall be extended to 120 days after the Closing Date if the registration statement is reviewed by, and receives comments from, the SEC. At any time NuScale Corp has an effective shelf registration statement with respect to the Registrable Securities (as defined in the Registration Rights Agreement), a holder may make a written request to effect a public offering, including pursuant to an underwritten shelf takedown, provided that such holder reasonably expects the aggregate gross proceeds in excess of $35,000,000 from such underwritten shelf takedown.

• Piggyback registration rights.   At any time after the Closing, if NuScale Corp proposes to file a registration statement to register any of its equity securities under the Securities Act or to conduct a public

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offering, either for its own account or for the account of any other person, subject to certain exceptions, the holders are entitled to include their registrable securities in such registration statement.

• Expenses and indemnification.   All fees, costs and expenses of underwritten registrations will be borne by NuScale Corp and underwriting discounts and selling commissions will be borne by the holders of the shares being registered. The Registration Rights Agreement contains customary cross-indemnification provisions, under which NuScale Corp is obligated to indemnify holders of registrable securities in the event of material misstatements or omissions in the registration statement attributable to NuScale Corp, and holders of registrable securities are obligated to indemnify NuScale Corp for material misstatements or omissions attributable to them.

• Registrable securities.   Securities of NuScale Corp shall cease to be registrable securities when a registration statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been disposed of in accordance with such registration statement; such securities shall have been otherwise transferred, new certificates for such securities not bearing legend restricting further transfer shall have been delivered by the Company and subsequent public distribution of such securities shall not require registration under the Securities Act; such securities shall have ceased to be outstanding; following the third anniversary of the Closing, such securities may be sold without registration pursuant to Rule 144 under the Securities Act (“Rule 144”) (but without the requirement to comply with any limitations); or such securities have been sold to, or through, a broker, dealer or underwriter in a public distribution or other public securities transaction.

Lock-Up Agreements

On the date of the Merger Agreement, certain directors of Spring Valley entered into a lock-up agreement with Spring Valley and NuScale LLC (“Director Lock-Up Agreement”), pursuant to which the parties thereto agreed, among other things, to subject the directors party thereto to a post-Closing lock-up period that ends on the earlier to occur of one year after the Closing Date and if, following the 150th day after the Closing Date, over any 20 trading days within any 30 trading day period, the VWAP of the NuScale Corp Common Stock is greater than or equal to $12.00 per share, then upon the close of such 20th trading day, in each case, on the terms and subject to the conditions set forth in the Director Lock-Up Agreement.

In connection with the Closing, certain NuScale Equityholders will agree, subject to certain exceptions, not to (a) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the SEC promulgated thereunder, any shares of NuScale Corp Class A Common Stock held by them immediately after the Effective Time, or issuable upon the exercise of options to purchase shares of NuScale Corp Class A Common Stock held by them immediately after the Effective Time, or securities convertible into or exercisable or exchangeable for NuScale Corp Class A Common Stock held by them immediately after the Effective Time (the “Lock-up Shares”), (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-up Shares, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise or (c) publicly announce any intention to effect any transaction specified in clause (a) or (b) until 180 days after the Closing Date.

A&R NuScale LLC Agreement

Concurrent with the Closing, the Existing NuScale LLCA will be amended and restated in its entirety. In its capacity as the manager of NuScale LLC, NuScale Corp will control all of NuScale LLC’s business and affairs. Following the Closing, any time NuScale Corp issues a share of NuScale Corp Class A Common Stock for cash, the net proceeds received by NuScale Corp will be promptly used to acquire a NuScale LLC Class A Unit unless used to settle an exchange of a NuScale LLC Class B Unit for cash. Any time NuScale Corp issues a share of NuScale Corp Class A Common Stock upon an exchange of a NuScale LLC Class B Unit or settles such an exchange for cash, as described below, NuScale Corp will contribute the exchanged unit to NuScale LLC and NuScale LLC will issue to NuScale Corp a NuScale LLC Class A Unit. If NuScale Corp issues other classes or series of equity securities, NuScale LLC will issue to NuScale Corp an equal amount of equity securities of NuScale LLC with designations, preferences and other rights and

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terms that are substantially the same as NuScale Corp’s newly issued equity securities. If NuScale Corp repurchases, redeems or retires any shares of NuScale Corp Class A Common Stock (or equity securities of other classes or series), NuScale LLC will, immediately prior to such repurchase, redemption or retirement, repurchase, redeem or retire an equal number of NuScale LLC Class A Units (or its equity securities of the corresponding classes or series) held by NuScale Corp, upon the same terms and for the same consideration, as the shares of NuScale Corp Class A Common Stock (or equity securities of such other classes or series) are repurchased, redeemed or retired. In addition, membership units of NuScale LLC, as well as NuScale Corp Common Stock, will be subject to equivalent stock splits, dividends, reclassifications and other subdivisions. In the event NuScale Corp acquires NuScale LLC Class A Units without issuing a corresponding number of shares of NuScale Corp Class A Common Stock, it will make appropriate adjustments to the exchange ratio of NuScale LLC Class B Units to NuScale Corp Class A Common Stock.

NuScale Corp will have the right to determine when distributions will be made to holders of units and the amount of any such distributions, other than with respect to tax distributions as described below. If a distribution is authorized, except as described below, such distribution will be made to the holders of NuScale LLC Class A Units and NuScale LLC Class B Units on a pro rata basis in accordance with the number of units held by such holder.

The holders of units, including NuScale Corp, will incur U.S. federal, state and local income taxes on their proportionate share of any taxable income of NuScale LLC. Net profits and net losses of NuScale LLC will generally be allocated to holders of units (including NuScale Corp) on a pro rata basis in accordance with the number of units held by such holder; however, under applicable tax rules, NuScale LLC will be required to allocate net taxable income disproportionately to its members in certain circumstances. The A&R NuScale LLC Agreement will provide for quarterly cash distributions, which we refer to as “tax distributions,” to the holders of the units generally equal to the taxable income allocated to each holder of units (with certain adjustments) multiplied by an assumed tax rate. Generally, these tax distributions will be computed based on our estimate of the net taxable income of NuScale LLC allocable per unit (based on the member which is allocated the largest amount of taxable income on a per unit basis) multiplied by an assumed tax rate equal to the highest combined U.S. federal and applicable state and local tax rate applicable to any natural person residing in, or corporation doing business in, Portland, Oregon, San Francisco, California or New York, New York (whichever results in the application of the highest state and local tax rate for a given type of income) that is taxable on that income (taking into account certain other assumptions, and subject to adjustment to the extent that state and local taxes are deductible for U.S. federal income tax purposes). The A&R NuScale LLC Agreement generally will require tax distributions to be pro rata based on the ownership of NuScale LLC Units. However, if the amount of tax distributions to be made exceeds the amount of funds available for distribution, NuScale Corp shall receive a tax distribution, before the other members receive any distribution and the balance, if any, of funds available for distribution shall be distributed first to the other members pro rata in accordance with their assumed tax liabilities, and then to all members (including NuScale Corp) pro rata until each member receives the full amount of its tax distribution using the individual tax rate. NuScale LLC will also make non-pro rata payments to NuScale Corp to reimburse it for corporate and other overhead expenses (which payments from NuScale LLC will not be treated as distributions under the A&R NuScale LLC Agreement). Notwithstanding the foregoing, no distribution will be made pursuant to the A&R NuScale LLC Agreement to any unitholder if such distribution would violate applicable law or result in NuScale LLC or any of its subsidiaries being in default under any material agreement.

The A&R NuScale LLC Agreement provides that it may generally be amended, supplemented, waived or modified by NuScale Corp in its sole discretion without the approval of any other holder of units, except in the case of amendments that would modify the limited liability of a member or increase the obligation of a member to make capital contributions, adversely affect the right of a member to receive distributions or cause NuScale LLC to be treated as a corporation for tax purposes.

The A&R NuScale LLC Agreement will also entitle members to exchange their NuScale LLC Class B Units, together with the cancellation for no consideration of an equal number of shares of NuScale Corp Class B Common Stock, for shares of NuScale Corp’s NuScale Corp Class A Common Stock on a one-for-one basis or, at NuScale Corp’s election in its sole discretion, subject to certain restrictions, for cash. The exchange ratio is subject to appropriate adjustment by NuScale Corp in the event NuScale Class A Units are

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issued to NuScale Corp without issuance of a corresponding number of shares of NuScale Corp Class A Common Stock or in the event of certain reclassifications, reorganizations, recapitalizations or similar transactions.

The A&R NuScale LLC Agreement will permit the NuScale LLC Class B unitholders to exercise their exchange rights subject to an exchange policy containing certain timing procedures and other conditions. The A&R NuScale LLC Agreement will provide that an owner will not have the right to exchange NuScale LLC Class B Units if we determine that such exchange would be prohibited by law or regulation or would violate other agreements with NuScale Corp, NuScale LLC or any of their subsidiaries to which NuScale LLC unitholder is subject. We intend to impose additional restrictions on exchanges that we determine to be necessary or advisable so that NuScale LLC is not treated as a “publicly traded partnership” for U.S. federal income tax purposes.

The A&R NuScale LLC Agreement also provides for mandatory exchanges under certain circumstances, including at the option of NuScale LLC, if the number of NuScale LLC Class A Units and NuScale LLC Class B Units outstanding and held by its members (other than those held by NuScale Corp) is less than 15% of the outstanding NuScale LLC Class A Units and NuScale LLC Class B Units or in the discretion of NuScale Corp, with the consent of holders of at least 50% of the outstanding NuScale LLC Units.

Tax Receivable Agreement

In connection with the Closing, NuScale Corp will enter into the Tax Receivable Agreement, with NuScale LLC, each of the TRA Holders (as defined in the Tax Receivable Agreement) party thereto and Fluor, in its capacity as TRA Representative (as defined in the Tax Receivable Agreement). Pursuant to the Tax Receivable Agreement, NuScale Corp will be required to pay 85% of certain tax benefits, if any, that it realizes (or in certain cases is deemed to realize) as a result of any increases in tax basis and other tax benefits resulting from any exchange of NuScale LLC Units for shares of NuScale Corp Class A Common Stock or cash in the future. The payments under the Tax Receivable Agreement are not conditioned upon the TRA Holders' continued ownership of NuScale Corp or NuScale LLC.

The term of the Tax Receivable Agreement will continue until all such tax benefits have been utilized or expired unless, subject to the terms and conditions contained therein, (i) NuScale Corp exercises its right to terminate the Tax Receivable Agreement for an amount representing the present value of the agreed payments remaining to be made under the Tax Receivable Agreement, (ii) there is a change of control or (iii) NuScale Corp breaches any of the material obligations of the Tax Receivable Agreement, in which case all obligations will generally be accelerated and due as if NuScale Corp had exercised its right to terminate the Tax Receivable Agreement.

The Tax Receivable Agreement provides that upon a change of control, NuScale Corp's obligations under the Tax Receivable Agreement will be accelerated based on certain assumptions, including that NuScale Corp will have sufficient taxable income to fully utilize the deductions arising from the increased tax deductions and tax basis and other benefits related to the Tax Receivable Agreement.

Background of the Transactions

Spring Valley Background Prior to its Negotiations with NuScale LLC

Spring Valley is a special purpose acquisition company incorporated on August 20, 2020 as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. In conducting a targeted search for a business combination target, as described in greater detail below, Spring Valley utilized the global network, industry expertise and transaction experience of its Sponsor, Spring Valley’s management and the Spring Valley Board.

On August 21, 2020, prior to the closing of the Initial Public Offering, Spring Valley issued 7,187,500 Spring Valley Founder Shares to the Sponsor in exchange for a capital contribution of $25,000. On September 30, 2020, the Sponsor transferred 40,000 Spring Valley Founder Shares to each of Debora Frodl, Richard Thompson and Patrick Wood, III, Spring Valley’s independent director nominees. On October 22,

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2020, the Sponsor irrevocably surrendered to Spring Valley for cancellation and for no consideration 1,437,500 Spring Valley Class B ordinary shares resulting in 5,750,000 Spring Valley Class B ordinary shares outstanding. On November 18, 2020, Spring Valley entered into commitment letter agreements with certain investors pursuant to which such investors (i) expressed an interest to purchase an aggregate of 48.6% of the Units offered in the IPO (assuming no exercise by the underwriters of the over-allotment) and (ii) agreed to purchase a non-controlling economic interest in the Sponsor Sub. On November 23, 2020, the Sponsor transferred 5,630,000 Spring Valley Class B ordinary shares to the Sponsor Sub, and as a result of such transfer, the Sponsor no longer holds any Spring Valley Class B ordinary shares.

On November 27, 2020, Spring Valley completed its IPO of 23,000,000 Units, which included the full exercise by the underwriter of its over-allotment option, generating gross proceeds of $230,000,000 before underwriting discounts and expenses. Each Unit consisted of one Spring Valley Class A ordinary share and one-half of one Spring Valley Public Warrant. Each whole Spring Valley Public Warrant entitles the holder thereof to purchase one Spring Valley Class A ordinary share at an exercise price of $11.50 per share, subject to certain adjustments. Simultaneous with the closing of its IPO, Spring Valley completed the private placement of 8,900,000 Spring Valley Private Placement Warrants to the Sponsor at a price of $1.00 per warrant generating gross proceeds of $8,900,000.

Of the proceeds received from the consummation of the IPO and the warrant purchases by the Sponsor, an aggregate of $232,300,000, or $10.10 per Spring Valley Class A ordinary share, was deposited in the Trust Account. Except for a portion of the interest earned on the funds held in the Trust Account that may be released to Spring Valley to pay income taxes, none of the funds held in the Trust Account will be released until the earlier of the completion of its initial business combination or Spring Valley’s failure to effect a business combination on or prior to May 27, 2022 (or November 27, 2022, if extended by the purchase of an additional $2,300,000 of Spring Valley Private Placement Warrants by the Sponsor and deposit of such amounts in the Trust Account).

Spring Valley did not select any business combination target in advance of its IPO and did not initiate any substantive discussions, directly or indirectly, with any business combination target in advance of its IPO. After its IPO, Spring Valley conducted its search primarily focused on a target operating in the broadly-defined sustainability industry, including but not limited to, energy and power (with a focus on renewable energy, biofuels and energy storage), resource management (including energy efficiency, smart grid and green / smart buildings), transportation (including mobility and fueling / charging infrastructure), environmental services (including waste management, pollution control and recycling), water, agriculture technology / food and advanced materials / chemicals, in the United States and other developed countries. Spring Valley focused primarily on companies with an equity value between $600 million and $2 billion but did evaluate companies outside of that range as well. Additional criteria that Spring Valley considered for potential target companies are described in its prospectus related to its IPO.

Between November 27, 2020, the date of Spring Valley’s IPO, and January 30, 2021, Spring Valley initiated contact with and considered over 200 potential targets, including both privately held companies and assets or divisions owned by publicly traded companies, one of which was NuScale LLC. Of those potential targets, Spring Valley identified 18 entities that it believed could be attractive business combination targets. Spring Valley entered into non-disclosure agreements with these entities in order to conduct additional due diligence. This additional diligence included the potential targets’ business plans, historical and projected financial statements, organic and inorganic growth strategies, markets served, key executives and stockholders.

On January 30, 2021, Spring Valley entered into exclusivity with Dream Holdings, Inc. (“AeroFarms”), and suspended discussions with all other potential targets. After two months of due diligence and negotiations, Spring Valley signed an agreement and plan of merger with AeroFarms on March 25, 2021 (the “Prior Merger Agreement”). Spring Valley’s shareholders approved the Prior Merger Agreement on August 20, 2021. However, due to the high number of Spring Valley shareholders that elected to have their Class A ordinary shares redeemed in connection with closing the business combination with AeroFarms, the minimum cash closing condition under the Prior Merger Agreement would not have been satisfied at closing. Therefore, although Spring Valley and AeroFarms worked in good faith to find viable financing alternatives, they mutually agreed to allow discussions between Spring Valley or AeroFarms and other merger candidates.

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Spring Valley and AeroFarms mutually agreed to formally terminate the Prior Merger Agreement on October 14, 2021. Neither party was required to pay the other a termination fee.

NuScale LLC Background Prior to its Negotiations with Spring Valley

The NuScale LLC board of managers and certain members of NuScale LLC’s executive management (“NuScale LLC Management”) have considered from time to time a number of strategic options that would help NuScale LLC to raise additional capital to finance its growth and development and to provide its unitholders and option holders with liquidity. On March 24, 2021, NuScale LLC engaged Guggenheim Securities, LLC (“Guggenheim”) as its financial advisor to explore the possibility of a merger with a publicly listed special purpose acquisition corporation (“SPAC”). NuScale LLC Management felt that this was a viable path to raise additional capital for NuScale LLC while simultaneously becoming an indirect, publicly listed company.

During the summer and fall of 2021, Guggenheim contacted approximately 60 SPACs to see if they had any interest in effecting a business combination with NuScale LLC. Of these SPACs, 14 signed confidentiality agreements with NuScale LLC, 11 met with NuScale LLC management, and two conducted site visits with NuScale LLC.

Three of the SPACs, including Spring Valley, ultimately submitted letters of intent to enter into a business combination with NuScale LLC. NuScale LLC negotiated these letters of intent with all three SPAC bidders in September and October 2021. The final versions of all three of the draft letters of intent ascribed a pre-Transaction equity value to NuScale LLC of $1.875 billion. NuScale LLC Management considered each of the three bidders, the terms of their letter of intent, their credibility and experience in the energy and nuclear industry, their perceived ability to successfully complete a business combination with NuScale LLC and other relevant factors. Based on this assessment, NuScale LLC selected Spring Valley as the final bidder, as further described below.

Concurrent with its pursuit of a SPAC partner, NuScale LLC conducted discussions with potential PIPE Investors. In connection with NuScale LLC’s offering of Series A-5 Preferred Units, the last sale of which took place on July 30, 2021, NuScale LLC, Fluor and Samsung C&T agreed that Samsung C&T would commit to participate in the PIPE Investment. During a visit to Seoul, Korea in August 2021, NuScale LLC Management met with other potential PIPE Investors who expressed interest in participating in the PIPE Investment and who ultimately signed Subscription Agreements committing to the PIPE Investment.

Negotiation of the Transactions

The following is a brief description of the background of the negotiations between Spring Valley and NuScale LLC and summarizes the key meetings and events that led to the signing of Spring Valley’s Merger Agreement with NuScale LLC. The following chronology does not purport to catalogue every conversation among Spring Valley, NuScale LLC or their representatives. The terms of the Merger Agreement and the related Transactions and ancillary documents are the result of extensive negotiations among Spring Valley, NuScale LLC, Fluor and each of their respective representatives and advisors.

Spring Valley initially evaluated NuScale LLC in January 2021 after conducting an analysis of the SMR landscape and the key companies in the value chain. As part of the analysis of the SMR landscape, Spring Valley leveraged the network and industry expertise of Spring Valley’s CEO, Chris Sorrells, who has more than 10 years of prior experience in the nuclear industry as an investor, board member and operator. This initial evaluation did not result in any further discussions between Spring Valley or NuScale LLC until October 2021 because NuScale LLC was not yet considering SPAC partners in January 2021, and because Spring Valley had already entered into the Prior Merger Agreement with AeroFarms on March 25, 2021.

In September 2021, Spring Valley reinitiated its discussions with NuScale LLC, and held several videoconference meetings and phone calls with NuScale LLC Management and Guggenheim in its capacity as NuScale LLC’s financial advisor. These discussions led Spring Valley and NuScale LLC to enter into a mutual non-disclosure agreement to facilitate Spring Valley’s review of NuScale LLC’s confidential information. Subsequently, NuScale LLC and its advisors began to share, and Spring Valley began to

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evaluate, information regarding NuScale LLC’s business and prospects. This information included an initial draft of certain projected financial information for NuScale LLC’s business that was prepared by NuScale LLC in July of 2021, and subsequently updated on November 16, 2021, as described under “— Certain NuScale LLC Projected Financial Information.”

On October 15, 2021, Spring Valley sent an initial letter of intent to NuScale LLC. This draft of the letter of intent provided for a pre-Transaction equity value ascribed to NuScale LLC of $1.8 billion, a contemplated PIPE Investment of $250 million, a $140 million minimum cash-in-trust closing condition and other customary terms and conditions. On October 17, 2021, NuScale LLC provided a revised draft of the letter of intent to Spring Valley, reflecting a pre-Transaction equity value of $1.875 billion and a $200 million minimum cash-in-trust condition, among other changes. On October 18, 2021, Spring Valley provided a revised draft of the letter of intent to NuScale LLC, proposing a $1.85 billion pre-Transaction equity value, among other changes. On the morning of October 19, 2021, NuScale LLC Management met to consider Spring Valley’s revised bid. Later the same day, Guggenheim negotiated with Spring Valley to increase the equity value ascribed to NuScale LLC. In response, Spring Valley provided a further revised draft of the letter of intent to NuScale LLC, reflecting a $1.875 billion pre-Transaction equity value, among other changes. On the morning of October 20, 2021, NuScale LLC Management met again to consider, and on October 21, 2021, NuScale LLC’s Board of Managers approved, Spring Valley’s revised bid.

On October 21, 2021, Spring Valley and NuScale LLC executed the letter of intent, which reflected a pre-Transaction equity value of $1.875 billion. The letter of intent also included a mutual exclusivity period extending until November 20, 2021, with an automatic extension of 15 days if the parties were continuing to negotiate in good faith at that time. The letter of intent also contemplated a PIPE Investment of $150 million, the appointment by Spring Valley of one director to the NuScale Corp Board after consummation of the Transactions and a $200 million minimum cash-in-trust closing condition.

In entering into the letter of intent and exclusivity with NuScale LLC, Spring Valley believed that NuScale LLC presented the most attractive prospect for the consummation of a business combination based on NuScale LLC’s strategic focus on and demonstrable contributions toward global decarbonization targets in the energy industry, the proprietary and innovative nature of its solution, the experience of the management team, the successful history of attracting high quality customer and supply chain partners and the prudent financial management of the business.

Following the signing of the letter of intent, the Spring Valley team worked closely with the NuScale LLC team on more detailed technical due diligence and extensive commercial diligence. This included detailed background checks, customer calls, supplier calls, vendor calls, senior management and board member interviews, personal reference calls, IT due diligence and insurance due diligence. In addition, the Spring Valley and NuScale LLC management teams also thoroughly discussed NuScale LLC’s current business model, future growth opportunities and strategy. Spring Valley also instructed Kirkland & Ellis LLP (“K&E”) to conduct an in-depth legal review of NuScale LLC’s governance documents, debt instruments, material contracts, employment practices and related exposure, real property, intellectual property entitlements and regulatory, environmental and litigation matters. Spring Valley and K&E continued conducting due diligence throughout the period from the signing of the letter of intent to the signing of the key transaction documents, including the Merger Agreement. The Spring Valley Board had various other videoconferences and telephone calls with members of Spring Valley management to receive updates and to discuss the terms of the proposed business combination and other details related to Spring Valley’s ongoing due diligence review of NuScale LLC.

On November 3, 2021, members of the Sponsor and Spring Valley management attended a tour of NuScale LLC’s facilities in Corvallis, Oregon. In addition to seeing the facilities firsthand, Spring Valley’s representatives were able to meet a broader group of NuScale LLC’s employees and gain a deeper understanding of NuScale LLC’s operations.

On November 23, 2021, K&E provided an initial draft of the Merger Agreement to Gibson Dunn & Crutcher LLP (“Gibson Dunn”), counsel to Fluor, and Stoel Rives LLP (“Stoel”), counsel to NuScale LLC. Gibson Dunn and Stoel reviewed the proposed terms of the Merger Agreement with NuScale LLC. Gibson Dunn provided a revised draft of the Merger Agreement to K&E on December 2, 2021. On December 7, 2021, K&E provided a revised draft of the Merger Agreement to Gibson Dunn and Stoel.

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Various revised drafts were provided to the other party until the Merger Agreement was finalized. Following receipt of requisite approvals, the Merger Agreement was signed on December 13, 2021.

Simultaneous with the negotiation of the Merger Agreement, NuScale LLC, Spring Valley, and Guggenheim were in active discussions with certain investors regarding the PIPE Investment. On November 16, 2021, Spring Valley formally engaged Guggenheim and Cowen and Company LLC as lead placement agents for the PIPE Investment. Later that day, representatives of NuScale LLC began contacting potential PIPE Investors about participation in the PIPE Investment, and the first investors were wall-crossed the following day. Each potential PIPE Investor was provided an investor presentation and NuScale LLC’s projected financial information (described under “— Certain NuScale LLC Projected Financial Information”) after being wall-crossed. Between November 17, 2021 and December 13, 2021, a number of potential PIPE Investors participated in discussions with representatives of Spring Valley and NuScale LLC. On November 19, 2021, a draft Subscription Agreement was posted to a virtual data room for potential PIPE Investors to review, and, over the ensuing weeks, K&E and Spring Valley negotiated the definitive terms of the Subscription Agreements with the PIPE Investors.

Initial drafts of various exhibits and ancillary agreements to the Merger Agreement were drafted and exchanged between Spring Valley, NuScale LLC, Fluor and their respective counsel throughout late November and December 2021. The Support Agreement and Sponsor Letter Agreement were agreed to among the parties and signed on December 13, 2021 in connection with the Merger Agreement. The agreed-upon forms are attached as exhibits to the Merger Agreement.

The exclusivity provisions in the letter of intent between Spring Valley and NuScale LLC expired on its own terms on December 5, 2021. The parties continued to negotiate in good faith thereafter, even in the absence of exclusivity.

Spring Valley Merger Sub, LLC was formed under the laws of the State of Oregon on December 9, 2021.

The Spring Valley Board received legal presentations, a summary of the transaction structure and key transaction documents, including the Merger Agreement, on December 7, 2021 before meeting on the afternoon of December 8, 2021 with management, K&E and Maples & Calder, Cayman Islands counsel to Spring Valley (“Maples”). Spring Valley’s management provided an update on the PIPE Investment, the outcome of negotiations regarding the terms of the proposed Merger Agreement and anticipated benefits of the Transactions to Spring Valley’s stockholders. A representative of Maples reviewed the Spring Valley Board’s fiduciary duties from a Cayman Islands law perspective. Representatives from K&E discussed the transaction structure, key terms of the Merger Agreement with the Spring Valley Board and key legal due diligence findings. After careful consideration, the Spring Valley Board unanimously approved the Merger Agreement and the Transactions.

The Spring Valley Board’s Reasons for the Transactions

Spring Valley was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. The Spring Valley Board sought to do this by utilizing the networks and industry experience of both the Sponsor and the Spring Valley Board and management to identify, acquire and operate one or more businesses. The members of the Spring Valley Board and management have extensive transactional experience, particularly in the broadly-defined sustainability and energy transition industries, including but not limited to, energy and power, renewables, resource management (including energy efficiency, smart grid and green / smart buildings), mobility, environmental services (including waste management, pollution control and recycling), water and advanced materials / chemicals in the United States and other developed countries.

As described under “— Background of the Transactions” above, the Spring Valley Board, in evaluating the Merger, consulted with Spring Valley’s management, legal and financial advisors. In reaching its unanimous decision to approve the Merger Agreement and the Transactions, the Spring Valley Board considered a range of factors, including, but not limited to, the factors discussed below. In light of the number and wide variety of factors considered in connection with its evaluation of the proposed combination, the Spring Valley Board did not consider it practicable to, and did not attempt to, quantify or otherwise assign

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relative weights to the specific factors that it considered in reaching its determination and supporting its decision. The Spring Valley Board contemplated its decision as in the context of all of the information available and the factors presented to and considered by it. In addition, individual directors may have given different weight to different factors. This explanation of Spring Valley’s reasons for approving the combination and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under the section titled “Cautionary Statement Regarding Forward-Looking Statements.”

In approving the combination, the Spring Valley Board decided not to obtain a fairness opinion. The officers and directors of Spring Valley have substantial experience in evaluating the operating and financial merits of companies from a wide range of industries and concluded that their experience and background, together with the experience of their representatives, enabled them to make the necessary analyses and determinations regarding the Merger.

The Spring Valley Board considered a number of factors pertaining to the Merger as generally supporting its decision to enter into the Merger Agreement and the Transactions, including, but not limited to, the following: NuScale LLC’s strategic focus on and demonstrable contributions toward global sustainability, the quality of its products, the experience of the management team, the prudent financial management of the business, and the proven ability to improve the economics of the business over time. More specifically, the Spring Valley Board took into consideration the following factors or made the following determinations, as applicable:

•

Growing global support for nuclear power including SMRs’ potential to play a large role.   Spring Valley’s management and board of directors believe that nuclear power, and specifically SMRs, will play a significant role in the future of energy because of the safety profile versus traditional large scale nuclear as well as SMRs’ ability to scale and provide reliable source of carbon-free baseload power.

•

Meets a sufficient number of the acquisition criteria that Spring Valley had established to evaluate prospective business combination targets.   The Spring Valley Board determined that NuScale LLC sufficiently satisfies a number of the criteria and guidelines that Spring Valley established at its IPO, including its exposure to large addressable markets with long-term tailwinds, its innovative product offerings and technology, its organic growth potential, its experienced management team, and its embrace of Spring Valley’s industry experience.

•

Multiple avenues to accelerate organic growth opportunities.   The Spring Valley Board also considered that NuScale LLC benefits from multiple opportunities to drive accelerated and profitable organic growth. NuScale LLC’s value-creation strategies are focused on a range of existing and emerging applications critical to energy transition mandates both domestically and internationally.

•

Significant recurring value creation opportunities.   In addition to the sale of the core SMR technology and recovery fees, the Spring Valley Board considered that NuScale LLC would have the ability to drive recurring revenues through critical maintenance services over the lifecycle of a plant.

•

Experienced management team.   The Spring Valley Board determined that NuScale LLC has a proven and experienced team that is positioned to successively lead NuScale Corp after the Merger.

•

NuScale Corp’s post-closing financial condition.   The Spring Valley Board also considered factors such as NuScale Corp’s outlook, financial plan and debt structure, taking into consideration the fact that, after consummation of the Merger, NuScale Corp will have approximately $400,000,000 (assuming no redemptions) of cash on its balance sheet, positioning it well to invest in accelerating the commercialization of NuScale LLC’s SMR technology.

•

Strong Commitment from NuScale LLC stakeholders.   The Spring Valley Board also considered that NuScale LLC has attracted additional capital investments from certain well-regarded industry participants.

•

Valuation supported by financial analysis and due diligence.   The Spring Valley Board determined that the valuation analysis conducted by Spring Valley’s management team, based on the trading levels of comparable companies, valuation of its last private financing, discounted cash flow analysis, ability to generate attractive return on invested capital as it matures and the materials and financial projections provided by NuScale LLC, supported the equity valuation of NuScale LLC. As part of this

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determination, Spring Valley’s management, Board and legal counsel conducted due diligence examinations of NuScale and discussed with NuScale LLC management the financial, technical, manufacturing and legal outlook of NuScale LLC.

The Spring Valley Board also considered a variety of uncertainties, risks and other potentially negative factors relating to the Merger including, but not limited to, the following: redemptions, complexities related to the shareholder vote, litigation and threats of litigation and broader macro risks. Specifically, the Spring Valley Board considered the following issues and risks:

•

Risk that the benefits described above may not be achieved.   The risk that the potential benefits of the Merger may not be fully achieved or may not be achieved within the expected timeframe.

•

Risk of the liquidation of Spring Valley.   The risks and costs to Spring Valley if the Merger is not completed, including the risk of diverting management’s focus and resources from other business combination opportunities, which could result in Spring Valley being unable to effect a business combination in the requisite time frame and force Spring Valley to liquidate.

•

Technology may not work as expected or produce power at a competitive price.   The risk that the development of NuScale LLC’s technology, and the surrounding pricing environment, may diverge from expectations.

•

Exclusivity.   The fact that the Merger Agreement includes an exclusivity provision that prohibits Spring Valley from soliciting other business combination proposals, which restricts Spring Valley’s ability, so long as the Merger Agreement is in effect, to consider other potential business combinations.

•

Spring Valley’s Stockholders Will Receive a Minority Position in the Combined Company.   The fact that Spring Valley’s stockholders will hold a minority position in NuScale Corp;

•

Risks regarding the shareholder vote.   The risk that Spring Valley’s shareholders may fail to provide the votes necessary to effect the Merger.

•

Fluor will remain a majority shareholder.   Post-closing, Fluor’s ownership is projected to exceed 60%, and Fluor will have the continued ability to exert significant influence on the business.

•

Limitations of review.   The Spring Valley Board did not obtain an opinion from any independent investment banking or accounting firm that the consideration to be exchanged is fair to Spring Valley, NuScale LLC or their respective shareholders from a financial point of view. Accordingly, the Spring Valley Board considered that Spring Valley might not have properly valued NuScale LLC.

•

Closing conditions.   The fact that completion of the Merger is conditioned on the satisfaction of certain closing conditions that are not within Spring Valley’s control, including approval by Spring Valley shareholders and approval by Nasdaq of the initial listing application in connection with the Merger.

•

Potential Litigation.   The possibility of litigation challenging the Merger or that an adverse judgment granting permanent injunctive relief could indefinitely enjoin consummation of the Merger.

•

Fees and expenses.   The fees and expenses associated with completing the Merger.

•

Potential impacts of COVID-19.   Uncertainties regarding the potential impacts of the COVID-19 pandemic and related economic disruptions on NuScale LLC’s operations and demand for its products.

•

Other risk factors.   Various other risk factors associated with the respective businesses of Spring Valley and NuScale LLC.

In addition to considering the factors described above, the Spring Valley Board also considered that some officers and directors of Spring Valley might have interests in the Transactions as individuals that are in addition to, and that may be different from, the interests of Spring Valley’s stockholders. See “Risk Factors — Since the Initial Shareholders and our executive officers have interests that are different, or in addition to (and which may conflict with), the interests of our shareholders, a conflict of interest may have existed in determining whether the Transactions with NuScale LLC are appropriate as an initial business combination. Such interests include that the Initial Shareholders and our executive officers will lose their entire investment in

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us if a business combination is not completed.” Spring Valley’s independent directors reviewed and considered these interests during the negotiation of the Merger and in evaluating and unanimously approving, as members of the Spring Valley Board, the Merger Agreement and the Transactions, including the Merger.

The Spring Valley Board concluded that the potential benefits that it expected Spring Valley and its stockholders to achieve as a result of the Merger outweighed the potentially negative factors associated with the Merger. Accordingly, the Spring Valley Board unanimously determined that the Merger Agreement, and the Transactions, including the Merger, were advisable, fair to, and in the best interests of, Spring Valley and its stockholders.

Certain NuScale LLC Projected Financial Information

NuScale LLC does not as a matter of course make public projections as to future results. NuScale LLC provided its internally-derived forecasts, prepared in the fourth quarter of 2021, for each of the years in the ten-year period ending December 31, 2030 to Spring Valley for use as a component of its overall evaluation of NuScale LLC. This projected financial information is included in this Proxy Statement/Prospectus because it was provided to the Spring Valley Board for its evaluation of the Merger. NuScale LLC’s projected financial information was not prepared with a view towards public disclosure or compliance with the published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. NuScale LLC’s projected financial information was prepared solely for internal use, and was not intended for third-party use, including by investors or stockholders. You are cautioned not to rely on the NuScale LLC projected financial information in making a decision regarding the Transactions, as the projections may differ materially from actual results.

The NuScale LLC projected financial information reflects numerous assumptions, including economic, market and operational assumptions, all of which are difficult to predict and many of which are beyond NuScale LLC’s control, such as the risks and uncertainties contained in the sections titled “Risk Factors”, “NuScale LLC Management’s Discussion and Analysis of Financial Condition and Results of Operations of NuScale LLC” and “Cautionary Statement Regarding Forward-Looking Statements.” In creating the NuScale LLC projected financial information, NuScale LLC’s management assumed, among other things:

•

An annual forecast of future NuScale Power Modules entering commercial operations in 2029 of 16 NPMs, in 2030 of 19 NPMs, in 2031 of 35 NPMs, in 2032 of 63 NPMs, in 2033 of 85 NPMs, in 2034 of 90 NPMs, and annual growth thereafter of NPMs entering commercial operations of approximately 2% per year through 2039;

•

Receipt of cash revenue from the production, sale and delivery of those NuScale Power Modules beginning four or five years prior to their commercial operation date, based on the anticipated timing of cash receipts from customers for those NPMs,

•

An anticipated gross margin range of between 20% to 25% on such cash revenue;

•

Receipt of cash revenue from the sale of services relating to those NuScale Power Modules beginning nine years prior to their commercial operation date, relating to licensing support, training, startup, testing and other services, with an anticipated gross margins ranging from 10% to 20% before commercial operations and 20 to 30% after commercial operations.

NuScale LLC’s management believes that each of the assumptions used in creating the NuScale LLC projected financial information is reasonable based on the anticipated market size and demand for its products and services, as further described under “Business of NuScale LLC — Our Market Opportunity” and “Business of NuScale LLC — Customers.”

The financial projections for cash revenue, cash EBITDA and free cash flow (each as defined below) provided to the Spring Valley Board are forward-looking statements that are based on growth assumptions, which are inherently subject to significant uncertainties and contingencies, many of which are beyond NuScale LLC’s control. There will be differences between actual and projected results, and actual results may be materially greater or materially less than those contained in the NuScale LLC projected financial information. While all projections are necessarily speculative, notably, statements regarding NuScale LLC’s ten-year business plan and yearly forecasts, and summary financial projections are, without limitation, subject

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to material assumptions regarding the continuation of favorable regulations and government incentives affecting the markets in which NuScale LLC operates and NuScale LLC’s ability to (i) produce, distribute and service its products at scale and meet its customers’ business needs, (ii) successfully execute its technology and business development plans and growth strategy, (iii) compete in rapidly developing markets, (iv) source, maintain and grow sales to strategic customers, and (v) source and maintain key suppliers. NuScale LLC cautions that its assumptions may not materialize and that market developments and economic conditions may render such assumptions, although believed reasonable at the time they were made, subject to greater uncertainty.

The inclusion of the NuScale LLC projected financial information in this Proxy Statement/Prospectus should not be regarded as an indication that NuScale LLC or its representatives currently consider the NuScale LLC projected financial information to be a reliable prediction of actual future events, and reliance should not be placed on the NuScale LLC projected financial information to make a decision regarding the transaction.

NUSCALE LLC DOES NOT INTEND TO MAKE PUBLICLY AVAILABLE ANY UPDATE OR OTHER REVISION TO THE NUSCALE LLC PROJECTED FINANCIAL INFORMATION, EXCEPT AS REQUIRED BY LAW. THE NUSCALE LLC PROJECTED FINANCIAL INFORMATION DOES NOT TAKE INTO ACCOUNT ANY CIRCUMSTANCES OR EVENTS OCCURRING AFTER THE DATE THAT INFORMATION WAS PREPARED. READERS OF THIS PROXY STATEMENT/​PROSPECTUS ARE CAUTIONED NOT TO RELY ON THE UNAUDITED NUSCALE LLC PROJECTED FINANCIAL INFORMATION SET FORTH BELOW. NONE OF NUSCALE LLC, SPRING VALLEY NOR ANY OF THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, ADVISORS OR OTHER REPRESENTATIVES HAS MADE OR MAKES ANY REPRESENTATION TO ANY NUSCALE UNITHOLDER, SPRING VALLEY SHAREHOLDER OR ANY OTHER PERSON REGARDING ULTIMATE PERFORMANCE COMPARED TO THE INFORMATION CONTAINED IN THE NUSCALE LLC PROJECTED FINANCIAL INFORMATION OR THAT ANY FINANCIAL AND OPERATING RESULTS WILL BE ACHIEVED.

NuScale LLC has not made any representations or warranties regarding the accuracy, reliability, appropriateness or completeness of the NuScale LLC projected financial information to anyone, including Spring Valley. Neither NuScale LLC’s board, officers, management nor any other representative of NuScale LLC has made or makes any representation to any person regarding NuScale LLC’s ultimate performance compared to the information contained in the NuScale LLC projected financial information, and none of them intends to or undertakes any obligation to update or otherwise revise the projections to reflect circumstances existing after the date when made or to reflect the occurrence of future events, even if any or all of the assumptions underlying the projections are shown to be in error. Accordingly, the NuScale LLC projected financial information should not be looked upon as “guidance” of any sort. NuScale LLC does not intend to refer back to the NuScale LLC projected financial information in its future periodic reports filed under the Exchange Act.

The NuScale LLC projected financial information was prepared by, and is the responsibility of, NuScale LLC’s management. Ernst & Young LLP, NuScale LLC’s independent auditor, has not compiled, reviewed, examined, performed any other assurance procedures, or expressed any form or assurances with respect to the projected financial information presented herein. The report of Ernst & Young LLP included in this Proxy Statement/Prospectus relates to historical audited financial statements of NuScale LLC and does not extend to the projected financial information and should not be read to do so. You are encouraged to review the historical financial statements of NuScale LLC included in this Proxy Statement/Prospectus.

The NuScale LLC projected financial information provided to the Spring Valley Board are summarized below.

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($ rounded to nearest million)	Forecast Year Ended December 31,
	2021E		2022E		2023E		2024E		2025E		2026E		2027E		2028E		2029E		2030E
Cash Revenue(1)	​	3	​	16	​	145	​	672	​	1,058	​	1,896	​	3,641	​	6,480	​	10,008	​	13,119
Cash EBITDA(2)	​	(102)	​	(155)	​	(36)	​	116	​	191	​	434	​	896	​	1,610	​	2,457	​	3,171
Free Cash Flow(3)	​	(105)	​	(158)	​	(42)	​	93	​	127	​	304	​	640	​	1,173	​	1,809	​	2,340

(1)

“Cash Revenue” reflects GAAP revenue plus (or minus) any increases (or decreases) in deferred revenue during the year.

(2)

“Cash EBITDA” reflects net income before interest, tax, depreciation and amortization, plus (or minus) any increases (or decreases) in deferred revenue and any decreases (or increases) in work in progress during the year. Work in progress represents the raw materials, labor, and overhead allocated to partially completed NuScale Power Modules.

(3)

“Free Cash Flow” reflects cash flow from operations, minus capital expenditures during the year.

Certain Financial Analysis

Comparable Public Companies

Spring Valley’s management primarily relied upon a comparable company analysis to assess the value that the public markets would likely ascribe to NuScale LLC following a business combination with NuScale LLC and this analysis was presented to the Spring Valley Board. The relative valuation analysis was based on selected publicly-traded companies. The selected companies were chosen because they were determined by Spring Valley’s management to be the most relevant in their particular sector (but, for the avoidance of doubt, each of the selected companies is not necessarily a direct competitor of NuScale LLC). These companies were selected by Spring Valley as the publicly-traded companies having businesses with similar end markets, business models, go-to-market strategies, ESG characteristics, forecasted margins and/or growth rates. While these companies may share certain characteristics that are similar to those of NuScale LLC, the Spring Valley Board recognized that no company was identical in nature to NuScale LLC.

Using publicly available information, Spring Valley’s management also reviewed with the Spring Valley Board, among other things, the enterprise values (defined as market capitalization plus net debt plus minority investments minus unconsolidated investments) as multiples of revenue for estimated calendar years 2025 and 2026 with respect to each such selected comparable company. The revenue multiples for the selected comparable companies as of December 2021, are summarized in the table below:

​	Enterprise Value /​ Revenue
​	2025E		2026E
Ballard	​	8.7x	​	6.1x
Bloom Energy	​	2.8x	​	2.0x
Enphase	​	10.2x	​	N/A
FuelCell Energy	​	8.7x	​	6.9x
Plug Power	​	8.0x	​	5.9x
SolarEdge Technologies	​	3.9x	​	N/A
Average	​	7.1x	​	5.2x

Based on the review of these selected comparable companies, the Spring Valley Board concluded that NuScale LLC’s estimated enterprise values as a multiple of Cash Revenue for 2025 and 2026 of 1.8x and 1.0x, respectively (based upon NuScale LLC’s estimated 2025 and 2026 Cash Revenue of $1,058 million and $1,896 million, respectively, as described above in “— Certain NuScale LLC Projected Financial Information”), were attractive valuation relative to the estimated enterprise values as a multiple of revenue of such selected comparable companies.

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Using publicly available information, Spring Valley’s management also reviewed with the Spring Valley Board, among other things, the enterprise values as multiples of Cash EBITDA for estimated calendar years 2025 and 2026 with respect to each selected comparable company. The range of EBITDA multiples for each of the selected comparable companies are summarized in the table below:

​	Enterprise Value /​ EBITDA
​	2025E		2026E
Ballard	​	95.5x	​	62.6x
Bloom Energy	​	16.6x	​	13.9x
Enphase	​	34.7x	​	N/A
FuelCell Energy	​	48.7x	​	35.8x
Plug Power	​	40.4x	​	24.0x
SolarEdge Technologies	​	24.0x	​	N/A
Average	​	43.3x	​	34.1x

Based on the review of these selected comparable companies, the Spring Valley Board concluded that NuScale LLC’s estimated enterprise value as a multiple of Cash EBITDA for estimated calendar years 2025 and 2026 of 9.8x and 4.3x, respectively (based upon NuScale LLC’s estimated Cash EBITDA of $191 million and $434 million as described above in “— Certain NuScale LLC Projected Financial Information”) were an attractive valuations relative to the estimated calendar year enterprise values as a multiple of EBITDA of such selected comparable company peer groups.

The Spring Valley Board viewed NuScale LLC’s enterprise value as a multiple of both Cash Revenue and Cash EBITDA as the most relevant valuation measures on which to evaluate NuScale LLC’s value based on their belief that these multiples are the most prevalent and relevant metrics for the energy transition sector. The results of this analysis (as described above) supported the Spring Valley Board’s determination, based on a number of factors, that the terms of the merger were fair to and in the best interests of Spring Valley and its stockholders.

Spring Valley’s management also estimated and analyzed NuScale LLC’s value using a discounted cash flow analysis (the “DCF”). The DCF is comprised of a discounted terminal value as well as discounted free cash flows to arrive at a present value. A 27.5% discount rate was selected by Spring Valley’s management based on its judgment and experience for a company with this risk profile.

The terminal value exit multiple was based on publicly available information obtained for certain established nuclear companies, including BWX Technologies, Inc., Cameco Corporation and Centrus Energy Corp., which Spring Valley’s management believed were appropriate comparable companies for this analysis. Spring Valley’s management calculated NuScale LLC’s terminal value by applying a range of EBITDA multiples of 14.0x to 16.0x to NuScale LLC’s estimated 2026 EBITDA of $434.1 million. 2026 EBITDA was selected based on NuScale LLC’s expectation that profitability margins would normalize in that year. Spring Valley’s management discounted the terminal value and NuScale LLC’s estimated free cash flows from 2022 to 2026 to complete the valuation exercise.

This DCF analysis resulted in a range of enterprise values for NuScale LLC of between $2,085.6 million and $2,343.3 million, which compared favorably to the enterprise value of $1,886.0 million implied by the aggregate consideration being paid in the Transactions.

Satisfaction of 80% Test

It is a requirement under the Existing Organizational Documents that any business acquired by Spring Valley have a fair market value equal to at least 80% of the balance of the funds in the Trust Account at the time of the execution of a definitive agreement for an initial business combination. Based on the financial analysis of NuScale LLC generally used to approve the transaction, the Spring Valley Board determined that this requirement was met. The Spring Valley Board determined that the consideration being paid in the Transactions, which amount was negotiated at arms-length, was fair to and in the best interests of Spring

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Valley and its shareholders and appropriately reflected NuScale LLC’s value. In reaching this determination, the Spring Valley Board concluded that it was appropriate to base such valuation in part on qualitative factors such as management strength and depth, competitive positioning, customer relationships, and technical skills, as well as quantitative factors such as NuScale LLC’s historical growth rate and its potential for future growth in revenue and profits. The Spring Valley Board believes that the financial skills and background of its members qualify it to conclude that the acquisition of NuScale LLC met this requirement.

Interests of Spring Valley Directors and Executive Officers in the Transactions

When you consider the recommendation of the Spring Valley Board in favor of approval of the Merger Agreement Proposal, you should keep in mind that the Initial Shareholders and certain of Spring Valley’s current officers and directors have interests in such proposal that are different from, or in addition to, those of Spring Valley shareholders and warrant holders generally. These interests include, among other things, the interests listed below:

•

the fact that our Initial Shareholders have agreed not to redeem any Spring Valley Class A ordinary shares held by them in connection with a shareholder vote to approve a proposed initial business combination (such as the Transactions);

•

the fact that the Sponsor paid an aggregate of $25,000 for 7,187,500 Spring Valley Class B ordinary shares, 5,750,000 of which are currently owned directly or indirectly by the Initial Shareholders, the aggregate value of which is estimated to be approximately $72,234,375, assuming the per share value of the NuScale Corp Class A Common Stock is the same as the $10.05 per share closing price of the Spring Valley Class A ordinary shares on Nasdaq as of January 4, 2022, and these Spring Valley Class B ordinary shares will be worthless if a business combination is not consummated by May 27, 2022 (or November 27, 2022 if extended at the Sponsor’s option);

•

the fact that the Sponsor paid $8,900,000 for its Spring Valley Private Placement Warrants, the aggregate value of which is estimated to be approximately $12,015,000, assuming the per warrant value of the NuScale Corp Warrants is the same as the $1.35 per warrant closing price of the Spring Valley Warrants on Nasdaq as of January 4, 2022, and the Spring Valley Private Placement Warrants would be worthless if a business combination is not consummated by May 27, 2022 (or November 27, 2022 if extended at the Sponsor’s option);

•

the fact that the affiliates of Spring Valley have agreed to purchase 500,000 shares of NuScale Corp Class A Common Stock at $10.00 per share, for an aggregate purchase price of $5,000,000, in the PIPE Investment on the same terms and conditions as the other PIPE Investors;

•

the fact that the Initial Shareholders and certain of Spring Valley’s current officers and directors have agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Spring Valley ordinary shares (other than Public Shares) held by them if Spring Valley fails to complete an initial business combination by May 27, 2022 (or November 27, 2022 if extended at the Sponsor’s option). No consideration was given to the Initial Shareholders or Spring Valley's current officers and directors in exchange for such waiver;

•

the fact that the Registration Rights Agreement will be entered into by the Sponsor, the Sponsor Sub and certain other affiliates of Spring Valley;

•

the continued indemnification of Spring Valley’s existing directors and officers and the continuation of Spring Valley’s directors’ and officers’ liability insurance after the consummation of the Transactions (i.e., a “tail policy”);

•

the fact that the Sponsor and Spring Valley’s officers and directors will lose their entire investment in Spring Valley and will not be reimbursed for any out-of-pocket expenses if an initial business combination is not consummated by May 27, 2022 (or November 27, 2022 if extended at the Sponsor’s option). Accordingly, Spring Valley may not be able to reimburse these expenses if the Business Combination or another business combination is not completed by May 27, 2022 (or November 27, 2022 if extended at the Sponsor's option). As of the record date, the Sponsor and Spring Valley's officers and directors and their affiliates had incurred approximately $     of unpaid reimbursable expenses;

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•

the fact that the Sponsor purchased its Spring Valley Class B ordinary shares from Spring Valley at a price of approximately $0.003 per Spring Valley Class B ordinary share, or an aggregate purchase price of $25,000. Given the differential in purchase price that the Sponsor paid for the Spring Valley Class B ordinary shares as compared to the price of the Spring Valley units sold in the IPO, the Initial Shareholders may realize a positive rate of return on such investment even if Spring Valley public shareholders experience a negative rate of return following the business combination;

•

the fact that if the Trust Account is liquidated, including in the event Spring Valley is unable to complete an initial business combination by May 27, 2022 (or November 27, 2022 if extended at the Sponsor’s option), the Sponsor has agreed to indemnify Spring Valley to ensure that the proceeds in the Trust Account are not reduced below $10.00 per Public Share, or such lesser per Public Share amount as is in the Trust Account on the liquidation date, by the claims of prospective target businesses with which Spring Valley has entered into an acquisition agreement or claims of any third party for services rendered or products sold to Spring Valley, but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the Trust Account; and

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the fact that Spring Valley may be entitled to distribute or pay over funds held by Spring Valley outside the Trust Account to the Sponsor or any of its Affiliates prior to the Closing.

The Initial Shareholders have, pursuant to the Support Agreement and the Sponsor Letter Agreement, agreed to, among other things, vote all of their ordinary shares in favor of the proposals being presented at the extraordinary general meeting. As of the date of this Proxy Statement/Prospectus, the Initial Shareholders own 20.0% of the issued and outstanding ordinary shares. See “The Transactions — The Merger Agreement — Related Agreements — Support Agreement” in this Proxy Statement/Prospectus for more information related to the Support Agreement.

At any time at or prior to the Closing, during a period when they are not then aware of any material nonpublic information regarding us or our securities, our Initial Shareholders, NuScale LLC and/or their directors, officers, advisors or respective affiliates may purchase Public Shares from institutional and other investors who vote, or indicate an intention to vote, against any of the Condition Precedent Proposals, or execute agreements to purchase such shares from such investors in the future, or they may enter into transactions with such investors and others to provide them with incentives to acquire Public Shares or vote their Public Shares in favor of the Condition Precedent Proposals. Such a purchase may include a contractual acknowledgement that such shareholder, although still the record or beneficial holder of our shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that our Initial Shareholders, NuScale LLC and/or their directors, officers, advisors or respective affiliates who have agreed to vote in favor of this transaction purchase shares in privately negotiated transactions from Public Shareholders who have already elected to exercise their redemption rights, such selling shareholder would be required to revoke their prior elections to redeem their shares. The purpose of such share purchases and other transactions would be to increase the likelihood of satisfaction of the requirements that (i) the Merger Agreement Proposal, the Advisory Charter Proposal, the Nasdaq Proposal, the Long-Term Incentive Plan Proposal and the Adjournment Proposal are approved by the affirmative vote of at least a majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter (ii) the Domestication Proposal and the Organizational Documents Proposal are approved by the affirmative vote of at least a two-thirds (2/3rds) majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter, (iii) the number of holders of Public Shares electing to redeem their Public Shares is limited and (iv) NuScale Corp’s net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) being at least $5,000,001 after giving effect to the Transactions and the PIPE Investment.

If such transactions are effected, the consequence could be to cause the Transactions to be consummated in circumstances where such consummation could not otherwise occur. Purchases of shares by the persons described above would allow them to exert more influence over the approval of the proposals to be presented at the extraordinary general meeting and would likely increase the chances that such proposals would be approved. We will file or submit a Current Report on Form 8-K to disclose any material arrangements entered into or significant purchases made by any of the aforementioned persons that would affect the vote on the

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proposals to be put to the extraordinary general meeting or the redemption threshold. Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons.

The existence of financial and personal interests of one or more of Spring Valley’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of Spring Valley and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, Spring Valley’s officers have interests in the Transactions that may conflict with your interests as a shareholder.

Expected Accounting Treatment of the Transactions

The Domestication

There will be no accounting effect or change in the carrying amount of the consolidated assets and liabilities of Spring Valley as a result of the Domestication. The business, capitalization, assets and liabilities and financial statements of NuScale Corp immediately following the Domestication will be the same as those of Spring Valley immediately prior to the Domestication.

The Merger

The Merger is expected to be accounted for as a reverse recapitalization as provided under U.S. GAAP. Under GAAP, Spring Valley is expected to be treated as the “acquired” company. This determination was primarily based on existing NuScale Equityholders comprising a relative majority of the expected voting power of the combined company, NuScale LLC’s operations prior to the acquisition comprising the only ongoing operations of NuScale Corp, NuScale LLC’s senior management comprising a majority of the senior management of NuScale Corp, and NuScale LLC initially designates a majority of the NuScale Corp Board. Accordingly, the financial statements of the combined entity will represent a continuation of the financial statements of NuScale LLC with the Merger being treated as the equivalent of NuScale LLC issuing equity for the net assets of Spring Valley, accompanied by a recapitalization. The net assets of NuScale LLC will be stated at historical cost, with no incremental goodwill or other intangible assets recorded for the effects of the Merger with Spring Valley.

Regulatory Matters

Under the HSR Act and the rules that have been promulgated thereunder by the FTC, certain transactions may not be consummated unless information has been furnished to the Antitrust Division and the FTC and certain waiting period requirements have been satisfied. On January 21, 2022, NuScale LLC and Spring Valley concluded that Notification and Report Forms were not required to be filed with the Antitrust Division and the FTC in connection with the consummation of the Transactions.

At any time before or after consummation of the Transactions, the parties’ conclusion that Notification and Report Forms were not required to be filed, the applicable competition authorities the United States or any other applicable jurisdiction could take such action under applicable antitrust laws as such authority deems necessary or desirable in the public interest, including seeking to enjoin the consummation of the Transactions, conditionally approving the Transactions upon divestiture of NuScale Corp’s assets, subjecting the completion of the Transactions to regulatory conditions or seeking other remedies. Private parties may also seek to take legal action under the antitrust laws under certain circumstances. Spring Valley cannot assure you that the Antitrust Division, the FTC, any state attorney general, or any other government authority will not attempt to challenge the Transactions on antitrust grounds, and, if such a challenge is made, Spring Valley cannot assure you as to its result.

None of Spring Valley or NuScale LLC are aware of any other material regulatory approvals or actions that are required for completion of the Transactions. It is presently contemplated that if any such additional regulatory approvals or actions are required, those approvals or actions will be sought. There can be no assurance, however, that any additional approvals or actions will be obtained.

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THE EXTRAORDINARY GENERAL MEETING

General

Spring Valley is furnishing this Proxy Statement/Prospectus to Spring Valley’s shareholders as part of the solicitation of proxies by the Spring Valley Board for use at the extraordinary general meeting of Spring Valley to be held on       , 2022, and at any adjournment thereof. This Proxy Statement/Prospectus is first being furnished to Spring Valley’s shareholders on or about       , 2022 in connection with the vote on the proposals described in this Proxy Statement/Prospectus. This Proxy Statement/Prospectus provides Spring Valley’s shareholders with information they need to know to be able to vote or instruct their vote to be cast at the extraordinary general meeting.

Date, Time and Place

The extraordinary general meeting will be held at       , Central Time, on      , 2022 at the offices of Kirkland & Ellis LLP located at 609 Main Street, Suite 4700, Houston, TX 77002, and via a virtual meeting at        , unless the extraordinary general meeting is adjourned. In the interest of public health, and due to the impact of COVID-19, we may hold the extraordinary general meeting through a “virtual” or online method.

Purpose of the Spring Valley Extraordinary General Meeting

At the extraordinary general meeting, Spring Valley is asking holders of ordinary shares to consider and vote upon:

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a proposal to approve and adopt by ordinary resolution under the Cayman Islands Companies Act, the Merger Agreement (a copy of which is attached to this Proxy Statement/Prospectus as Annex A) and to approve the Transactions (we refer to this proposal as the “Merger Agreement Proposal”);

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a proposal to approve by special resolution under the Cayman Islands Companies Act, assuming the Merger Agreement Proposal is approved and adopted, the change of Spring Valley’s jurisdiction of incorporation from the Cayman Islands to the State of Delaware by deregistering as an exempted company in the Cayman Islands and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware (we refer to this proposal as the “Domestication Proposal”);

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a proposal to approve by special resolution under the Cayman Islands Companies Act, assuming the Merger Agreement Proposal and the Domestication Proposal are approved and adopted, the approval and adoption of the Proposed Organizational Documents as the certificate of incorporation and bylaws of NuScale Corp from and as of the time of the Domestication (we refer to this proposal as the “Organizational Documents Proposal”);

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proposals, which are being presented separately in accordance with guidance from the SEC, to approve, on a non-binding advisory basis, by ordinary resolution under the Cayman Islands Companies Act, the following material differences between the Existing Organizational Documents and the Proposed Organizational Documents of NuScale Corp:

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to increase the authorized share capital from 331,000,000 shares, divided into 300,000,000 Spring Valley Class A ordinary shares, 30,000,000 Spring Valley Class B ordinary shares, and 1,000,000 Spring Valley preferred shares, to authorized capital stock of 511,000,000 shares, consisting of (i) 332,000,000 shares of NuScale Corp Class A Common Stock, (ii) 178,000,000 shares of NuScale Corp Class B Common Stock and (iii) 1,000,000 shares of NuScale Corp Preferred Stock;

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to provide that the approval of holders of a majority of the outstanding shares of each class of NuScale Corp Common Stock shall be required to amend the Proposed Charter to alter or change the powers, preferences or special rights of such class of NuScale Corp Common Stock in a manner that is disproportionately adverse as compared to the other classes of NuScale Corp Common Stock;

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to provide for (i) the election of directors by the NuScale Corp Board unless it is a period when the holders of any series of preferred stock of NuScale Corp (“Preferred Stock”) have the right to

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elect additional directors through the NuScale Corp Board filing a Certificate of Designation establishing shares of NuScale Corp Preferred Stock which may have powers, preferences and rights senior to, junior to, or pari passu with rights of common stock, (ii) the filling of newly-created directorships or any vacancy on the NuScale Corp Board by a majority vote of the remaining directors then in office, even if less than a quorum, and not by the stockholders and (iii) the removal of directors with or without cause and only upon the affirmative vote of the holders of a majority in voting power of all the then outstanding shares of stock entitled to vote generally in the election of directors, voting together as a single class;

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to provide that the Court of Chancery of the State of Delaware or, if such court does not have subject matter jurisdiction thereof, another state or federal court located within the State of Delaware, shall be the exclusive forum for certain actions and claims;

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to provide that each holder of record of NuScale Corp Class A Common Stock and NuScale Corp Class B Common Stock shall be entitled to one vote per share on all matters which stockholders generally are entitled to vote;

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to provide that (i) each holder of record of NuScale Corp Class A Common Stock shall be entitled to receive such dividends and other distributions on the NuScale Corp Class A Common Stock as may from time to time be declared by the NuScale Corp Board, subject to the rights, if any, of the holders of any outstanding series of NuScale Corp Preferred Stock or any class or series of stock having a preference senior to or the right to participate with the NuScale Corp Class A Common Stock with respect to the payment of dividends; and (ii) each holder of record of NuScale Corp Class B Common Stock shall not be entitled to receive dividends and other distributions, other than their respective par values in connection with the dissolution, liquidation, winding up or sales of all or substantially all of NuScale Corp;

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to eliminate various provisions in Spring Valley’s Existing Organizational Documents applicable only to blank check companies, including the provisions requiring that Spring Valley have net tangible assets of at least $5,000,001 immediately prior to, or upon such consummation of, a business combination; and

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to provide that no transfer of NuScale Corp Class B Common Stock may be made unless the transferor also transfers an equal number of NuScale LLC Class B Units in accordance with the terms and subject to the conditions of the A&R NuScale LLC Agreement.

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a proposal to approve by ordinary resolution under the Cayman Islands Companies Act, assuming the Merger Agreement Proposal, the Domestication Proposal and the Organizational Documents Proposal are approved and adopted, for the purposes of complying with the applicable Nasdaq listing rules, (a) the issuance of shares of NuScale Corp Class A Common Stock to PIPE Investors in accordance with the Subscription Agreements and (b) the issuance of shares of NuScale Corp Common Stock (i) pursuant to the terms of the Merger Agreement and (ii) upon the exchange of the NuScale LLC Class B Units pursuant to the Merger and the A&R NuScale LLC Agreement (we refer to this proposal as the “Nasdaq Proposal”);

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a proposal to approve by ordinary resolution under the Cayman Islands Companies Act of holders of Spring Valley Class B ordinary shares assuming the Merger Agreement Proposal, the Domestication Proposal and the Organizational Documents Proposal are approved and adopted, to approve or deny by an ordinary resolution, under the Cayman Islands Companies Act, assuming are approved and adopted, the election of John L. Hopkins, Alan L. Boeckmann, Alvin C. Collins, III, James T. Hackett, Kent Kresa, Christopher J. Panichi, Kimberly O. Warnica and Christopher Sorrells, in each case, to serve as directors until their respective successors are duly elected and qualified, or until their earlier death, resignation or removal (we refer to this proposal as the “Director Election Proposal”);

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a proposal to approve by ordinary resolution under the Cayman Islands Companies Act, assuming the Merger Agreement Proposal, the Domestication Proposal, the Organizational Documents Proposal and the Nasdaq Proposal are approved and adopted, the 2022 Long-Term Incentive Plan, a copy of which is attached to this Proxy Statement/Prospectus as Annex E (we refer to this proposal as the “Long-Term Incentive Plan Proposal”); and

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a proposal to approve by ordinary resolution under the Cayman Islands Companies Act the adjournment of the extraordinary general meeting to a later date or dates, if necessary, to, among other things, permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of any of the Condition Precedent Proposals at the extraordinary general meeting (we refer to this proposal as the “Adjournment Proposal”).

Each of the Merger Agreement Proposal, the Domestication Proposal, the Organizational Documents Proposal, the Nasdaq Proposal, the Director Election Proposal and the Long-Term Incentive Plan Proposal is conditioned on the approval and adoption of each of the other Condition Precedent Proposals. Each of the Advisory Charter Proposal and the Adjournment Proposal is not conditioned on any other proposal.

Recommendation of the Spring Valley Board

The Spring Valley Board has unanimously determined that the Merger Agreement Proposal is in the best interests of Spring Valley and its shareholders, has unanimously approved the Merger Agreement Proposal, and unanimously recommends that shareholders vote “FOR” the Merger Agreement Proposal, “FOR” the Domestication Proposal, “FOR” the Organizational Documents Proposal, “FOR” each Advisory Charter Proposal, “FOR” the Nasdaq Proposal, “FOR” the Director Election Proposal, “FOR” the Long-Term Incentive Plan Proposal and “FOR” the Adjournment Proposal, in each case, if presented to the Special Meeting.

The existence of financial and personal interests of one or more of Spring Valley’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of Spring Valley and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, Spring Valley’s officers have interests in the Transactions that may conflict with your interests as a shareholder. See the section entitled “Proposal No. 1 — The Merger Agreement Proposal  —  Interests of Spring Valley Directors and Executive Officers in the Transactions” for a further discussion of these considerations.

Record Date; Who is Entitled to Vote

Spring Valley shareholders holding shares in “street name” will be entitled to vote or direct votes to be cast at the extraordinary general meeting if they owned Spring Valley ordinary shares at the close of business on       , 2022, which is the “record date” for the Special Meeting. Shareholders will have one vote for each Spring Valley ordinary share owned at the close of business on the record date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. The Spring Valley Warrants do not have voting rights. As of the close of business on the record date, there were 28,750,000 Spring Valley ordinary shares issued and outstanding, of which 23,000,000 were issued and outstanding Public Shares.

Quorum

A quorum of Spring Valley shareholders is necessary to hold a valid meeting. A quorum will be present at the Special Meeting if one or more shareholders who together hold not less than a majority of the issued and outstanding Spring Valley ordinary shares entitled to vote at the extraordinary general meeting are represented in person or by proxy at the extraordinary general meeting. As of the record date for the extraordinary general meeting, 14,375,001 Spring Valley ordinary shares would be required to achieve a quorum.

Abstentions and Broker Non-Votes

Proxies that are marked “abstain” and proxies relating to “street name” shares that are returned to Spring Valley but marked by brokers as “not voted” will be treated as shares present for purposes of determining the presence of a quorum on all matters. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the extraordinary general meeting, and otherwise will have no effect on a particular proposal. If a shareholder does not give the broker voting instructions, under applicable self-regulatory organization rules, its broker may not vote its shares on “non-routine” proposals, such as the Merger Agreement Proposal.

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Vote Required for Approval

A majority of the voting power of the issued and outstanding Spring Valley ordinary shares entitled to vote at the Special Meeting must be present, in person or virtually or represented by proxy, at the Special Meeting to constitute a quorum and in order to conduct business at the Special Meeting.

Approval of the Merger Agreement Proposal requires an ordinary resolution under the Cayman Islands Companies Act, being the affirmative vote of the holders of a majority of the Spring Valley ordinary shares who, being present and entitled to vote at the Special Meeting, vote at the Special Meeting.

Approval of the Domestication Proposal requires a special resolution under the Cayman Islands Companies Act, being the affirmative vote of the holders of at least two-thirds (2/3rds) of the Spring Valley ordinary shares who, being present and entitled to vote at the Special Meeting, vote at the Special Meeting.

Approval of the Organizational Documents Proposal requires a special resolution under the Cayman Islands Companies Act, being the affirmative vote of the holders of at least two-thirds (2/3rds) of the Spring Valley ordinary shares who, being present and entitled to vote at the Special Meeting, vote at the Special Meeting.

Approval of each of the principal changes to be made to the Existing Organizational Documents as part of the Advisory Charter Proposal requires an ordinary resolution under the Cayman Islands Companies Act, being the affirmative vote of the holders of a majority of the Spring Valley ordinary shares who, being present and entitled to vote at the Special Meeting, vote at the Special Meeting.

Approval of the Nasdaq Proposal requires an ordinary resolution under the Cayman Islands Companies Act, being the affirmative vote of the holders of a majority of the Spring Valley ordinary shares who, being present and entitled to vote at the Special Meeting, vote at the Special Meeting.

Approval of the Director Election Proposal requires an ordinary resolution under Cayman Islands Companies Act, being the affirmative vote of the holders of a majority of the Spring Valley Class B ordinary shares who, being present and entitled to vote at the Special Meeting, vote at the Special Meeting.

Approval of the Long-Term Incentive Plan Proposal requires an ordinary resolution under the Cayman Islands Companies Act, being the affirmative vote of the holders of a majority of the Spring Valley ordinary shares who, being present and entitled to vote at the Special Meeting, vote at the Special Meeting.

Approval of the Adjournment Proposal (if necessary) requires an ordinary resolution under the Cayman Islands Companies Act, being the affirmative vote of the holders of a majority of the Spring Valley ordinary shares who, being present and entitled to vote at the Special Meeting, vote at the Special Meeting.

The Merger is conditioned upon the approval of the Merger Agreement Proposal, the Domestication Proposal, the Organizational Documents Proposal, the Nasdaq Proposal, the Director Election Proposal and the Long-Term Incentive Plan Proposal, subject to the terms of the Merger Agreement. The Merger is not conditioned on the Advisory Charter Proposal or the Adjournment Proposal. If the Merger Agreement Proposal is not approved, the other Shareholder Proposals (except the Adjournment Proposal) will not be presented to the shareholders for a vote. Each of the Merger Agreement Proposal, the Domestication Proposal, the Organizational Documents Proposal, the Nasdaq Proposal, the Director Election Proposal and the Long-Term Incentive Plan Proposal is conditioned on the approval and adoption of each of the other Condition Precedent Proposals. The Advisory Charter Proposal and the Adjournment Proposal are not conditioned on any other proposal.

Voting Your Shares

Each ordinary share that you own in your name entitles you to one vote. Your proxy card shows the number of ordinary shares that you own. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.

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There are two ways to vote your ordinary shares at the extraordinary general meeting:

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You can vote by signing and returning the enclosed proxy card. If you vote by proxy card, your “proxy,” whose name is listed on the proxy card, will vote your shares as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to vote your shares, your shares will be voted as recommended by the Spring Valley Board “FOR” the Merger Agreement Proposal, “FOR” the Domestication Proposal, “FOR” the Organizational Documents Proposal, “FOR” each Advisory Charter Proposal, “FOR” the Nasdaq Proposal, “FOR” the Director Election Proposal, “FOR” the Long-Term Incentive Plan Proposal and “FOR” the Adjournment Proposal, in each case, if presented to the extraordinary general meeting. Votes received after a matter has been voted upon at the extraordinary general meeting will not be counted.

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You can attend the extraordinary general meeting and vote in person. You will receive a ballot when you arrive. However, if your shares are held in the name of your broker, bank or another nominee, you must get a valid legal proxy from the broker, bank or other nominee. That is the only way Spring Valley can be sure that the broker, bank or nominee has not already voted your shares.

Revoking Your Proxy

If you are a Spring Valley shareholder and you give a proxy, you may revoke it at any time before it is exercised by doing any one of the following:

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you may send another proxy card with a later date;

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you may notify Spring Valley’s general counsel in writing before the extraordinary general meeting that you have revoked your proxy; or

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you may attend the extraordinary general meeting, revoke your proxy, and vote in person, as indicated above.

Who Can Answer Your Questions About Voting Your Shares

If you are a shareholder and have any questions about how to vote or direct a vote in respect of your ordinary shares, you may call MacKenzie, our proxy solicitor, by calling toll free (800) 322-2885, or banks and brokers can call collect at (212) 929-5500, or by emailing proxy@mackenziepartners.com.

Redemption Rights

In connection with the proposed Merger, pursuant to the Existing Organizational Documents, a Public Shareholder may request that Spring Valley redeem all or a portion of its Public Shares for cash if the Merger is consummated. As a holder of Public Shares, you will be entitled to receive cash for any Public Shares to be redeemed only if you:

(i) (a) hold Public Shares or (b) if you hold Public Shares through Units, you elect to separate your Units into the underlying Public Shares and Spring Valley Public Warrants prior to exercising your redemption rights with respect to the Public Shares;

(ii) submit a written request to Continental, in which you (a) request that Spring Valley redeem all or a portion of your Public Shares for cash, and (b) identify yourself as the beneficial holder of the Public Shares and provide your legal name, phone number and address; and

(iii) deliver your Public Shares to Continental physically or electronically through DTC.

Holders must complete the procedures for electing to redeem their Public Shares in the manner described above prior to 5:00 p.m., Eastern Time, on       , 2022 (two business days before the extraordinary general meeting) in order for their shares to be redeemed.

Holders of Units must elect to separate the Units into the underlying Public Shares and Spring Valley Public Warrants prior to exercising redemption rights with respect to the Public Shares. Public holders that hold their Units in an account at a brokerage firm or bank, must notify their broker or bank that they elect to separate the Units into the underlying Public Shares and Spring Valley Public Warrants, or if a holder

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holds Units registered in its own name, the holder must contact Continental directly and instruct them to do so. The redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number and address to Continental in order to validly redeem its shares. Public Shareholders may elect to redeem all or a portion of the Public Shares held by them regardless of if or how they vote in respect of the Merger Agreement Proposal. If the Merger is not consummated, the Public Shares will be returned to the respective holder, broker or bank. If the Merger is consummated, and if a Public Shareholder properly exercises its right to redeem all or a portion of the Public Shares that it holds and timely delivers its shares to Continental, Spring Valley will redeem such Public Shares for a per-share price, payable in cash, equal to the pro rata portion of the Trust Account, calculated as of two business days prior to the consummation of the Merger. For illustrative purposes, this would have amounted to approximately $10.10 per issued and outstanding Public Share, based on 23,000,000 shares subject to possible redemption as of September 30, 2021. If a Public Shareholder exercises its redemption rights in full, then it will be electing to exchange its Public Shares for cash and will no longer own Public Shares. The redemption takes place prior to the Domestication.

If you hold the shares in “street name,” you will have to coordinate with your broker to have your shares certificated or delivered electronically. Spring Valley ordinary shares that have not been tendered (either physically or electronically) in accordance with these procedures will not be redeemed for cash. There is a nominal cost associated with this tendering process and the act of certificating the shares or delivering them through DTC’s DWAC system. The transfer agent will typically charge the tendering broker $80 and it would be up to the broker whether or not to pass this cost on to the redeeming shareholder. In the event the proposed business combination is not consummated this may result in an additional cost to shareholders for the return of their shares.

Any request for redemption, once made by a holder of Public Shares, may be withdrawn at any time up to the time the vote is taken with respect to the Merger Agreement Proposal at the extraordinary general meeting. If you deliver your shares for redemption to Continental and later decide prior to the extraordinary general meeting not to elect redemption, you may request that our transfer agent return the shares (physically or electronically) to you. You may make such request by contacting Continental at the phone number or address listed at the end of this section.

Any corrected or changed written exercise of redemption rights must be received by Continental prior to the vote taken on the Merger Agreement Proposal at the extraordinary general meeting. No request for redemption will be honored unless the holder’s Public Shares have been delivered (either physically or electronically) to Continental at least two business days prior to the vote at the extraordinary general meeting.

Notwithstanding the foregoing, a Public Shareholder, together with any affiliate of such Public Shareholder or any other person with whom such Public Shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its Public Shares with respect to more than an aggregate of 15% of the Public Shares. Accordingly, if a Public Shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the Public Shares, then any such shares in excess of that 15% limit would not be redeemed for cash.

The Initial Shareholders have, pursuant to the Support Agreements and the Sponsor Letter Agreement, agreed to, among other things, vote all of their ordinary shares in favor of the proposals being presented at the extraordinary general meeting. As of the date of this Proxy Statement/Prospectus, the Initial Shareholders own 20.0% of the issued and outstanding ordinary shares. See “The Transactions — The Merger Agreement — Related Agreements — Support Agreement” in the accompanying Proxy Statement/Prospectus for more information related to the Support Agreements.

Holders of Spring Valley Warrants will not have redemption rights with respect to the warrants.

The closing price of the Spring Valley Class A ordinary shares on January 4, 2022 was $10.05 per share. For illustrative purposes, as of September 30, 2021, funds in the Trust Account plus accrued interest thereon totaled approximately $232,316,486, or approximately $10.10 per issued and outstanding Public Share.

Prior to exercising redemption rights, Public Shareholders should verify the market price of the Public Shares as they may receive higher proceeds from the sale of their Public Shares in the public market than from exercising their redemption rights if the market price per share is higher than the redemption price.

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Spring Valley cannot assure its shareholders that they will be able to sell their Public Shares in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when its shareholders wish to sell their shares.

Appraisal Rights

Neither our shareholders nor our warrant holders have appraisal rights in connection with the Merger, the Domestication or any of the Transactions under the Cayman Islands Companies Act or under the DGCL.

Proxy Solicitation Costs

Spring Valley is soliciting proxies on behalf of the Spring Valley Board. This solicitation is being made by mail but also may be made by telephone or in person. Spring Valley and its directors, officers and employees may also solicit proxies in person, by telephone or by other electronic means. Spring Valley will bear the cost of the solicitation.

Spring Valley has hired MacKenzie to assist in the proxy solicitation process. Spring Valley will pay that firm a fee of $12,500 plus disbursements, and will reimburse MacKenzie for its reasonable out-of-pocket expenses up to $7,500 and indemnify MacKenzie and its affiliates against certain claims, liabilities, losses, damages and expenses. Such fee will be paid with non-Trust Account funds.

Spring Valley will ask banks, brokers and other institutions, nominees and fiduciaries to forward the proxy materials to their principals and to obtain their authority to execute proxies and voting instructions. Spring Valley will reimburse them for their reasonable expenses.

Spring Valley Initial Shareholders’ Agreements

As of the date of this Proxy Statement/Prospectus, there are 28,750,000 ordinary shares issued and outstanding, which includes an aggregate of 5,750,000 Spring Valley Class B ordinary shares held by the Initial Shareholders. In addition, as of the date of this Proxy Statement/Prospectus, there is outstanding an aggregate of 20,400,000 warrants to acquire ordinary shares, comprised of 8,900,000 Spring Valley Private Placement Warrants held by the Sponsor and 11,500,000 Spring Valley Public Warrants.

At any time at or prior to the Transactions, during a period when they are not then aware of any material nonpublic information regarding us or our securities, our Initial Shareholders, NuScale LLC and/or their directors, officers, advisors or respective affiliates may purchase Public Shares from institutional and other investors who vote, or indicate an intention to vote, against any of the Condition Precedent Proposals, or execute agreements to purchase such shares from such investors in the future, or they may enter into transactions with such investors and others to provide them with incentives to acquire Public Shares or vote their Public Shares in favor of the Condition Precedent Proposals. Such a purchase may include a contractual acknowledgement that such shareholder, although still the record or beneficial holder of our shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that our Initial Shareholders, NuScale LLC and/or their directors, officers, advisors or respective affiliates who have agreed to vote in favor of this transaction purchase shares in privately negotiated transactions from Public Shareholders who have already elected to exercise their redemption rights, such selling shareholder would be required to revoke their prior elections to redeem their shares. The purpose of such share purchases and other transactions would be to increase the likelihood of satisfaction of the requirements that (i) the Merger Agreement Proposal, the Advisory Charter Proposal, the Nasdaq Proposal, the Long-Term Incentive Plan Proposal and the Adjournment Proposal are approved by the affirmative vote of at least a majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter, (ii) the Domestication Proposal and the Organizational Documents Proposal are approved by the affirmative vote of at least a two-thirds (2/3rds) majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter, (iii) the number of holders of Public Shares electing to redeem their Public Shares is limited and (iv) NuScale Corp’s net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) being at least $5,000,001 after giving effect to the Transactions and the PIPE Investment.

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If such transactions described in the foregoing paragraph are effected, the consequence could be to cause the Transactions to be consummated in circumstances where such consummation could not otherwise occur. Purchases of shares by the persons described above would allow them to exert more influence over the approval of the proposals to be presented at the extraordinary general meeting and would likely increase the chances that such proposals would be approved. We will file or submit a Current Report on Form 8-K to disclose any material arrangements entered into or significant purchases made by any of the aforementioned persons that would affect the vote on the proposals to be put to the extraordinary general meeting or the redemption threshold. Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons.

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PROPOSAL NO. 1 — THE MERGER AGREEMENT PROPOSAL

Holders of Spring Valley ordinary shares are being asked to approve the Merger Agreement and the Transactions contemplated thereby, including the Merger. Spring Valley shareholders should read carefully this Proxy Statement/Prospectus in its entirety for more detailed information concerning the Merger Agreement, a copy of which is attached as Annex A to this Proxy Statement/Prospectus. Please see the sections entitled “The Transactions — The Merger Agreement” in this Proxy Statement/Prospectus for additional information regarding the Transactions and a summary of certain terms of the Merger Agreement. You are urged to read carefully the Merger Agreement in its entirety before voting on this proposal.

Spring Valley may consummate the Merger only if it is approved by the affirmative vote of the holders of a majority of the Spring Valley ordinary shares who, being present and entitled to vote at the Special Meeting, vote at the Special Meeting.

Resolution to be Voted Upon

The full text of the resolution to be proposed is as follows:

“RESOLVED, as an ordinary resolution, to adopt that certain Agreement and Plan of Merger, dated as of December 13, 2021 (as the same has been or may be amended, modified, supplemented or waived from time to time, the “Merger Agreement”), by and among Spring Valley, Spring Valley Merger Sub, LLC, an Oregon limited liability company (“Merger Sub”) and NuScale Power, LLC, an Oregon limited liability company (“NuScale LLC”), a copy of which is attached to this Proxy Statement/Prospectus as Annex A. The Merger Agreement provides for, among other things, the following transactions (collectively, the “Transactions”):

(i) the Domestication (as defined below) and, in connection with the Domestication,

(A) Spring Valley’s name will be changed to “NuScale Power Corporation” ​(“NuScale Corp”),

(B) each outstanding Class A ordinary share, par value $0.0001 (each, a “Spring Valley Class A ordinary share”), of Spring Valley will become one share of Class A common stock of NuScale Corp (the “NuScale Corp Class A Common Stock”),

(C) each outstanding Class B ordinary share, par value $0.0001 (each, a “Spring Valley Class B ordinary share”), of Spring Valley will convert into one Spring Valley Class A ordinary share immediately prior to the Domestication, which will then automatically convert by operation of law into one share of NuScale Corp Class A Common Stock as a result of the Domestication,

(D) each outstanding warrant to purchase one Spring Valley Class A ordinary share will convert into a warrant to purchase one share of NuScale Corp Class A Common Stock and

(E) NuScale Corp will file its initial certificate of incorporation and adopt bylaws to serve as its governing documents in connection with the Domestication;

(ii) Merger Sub will merge with and into NuScale LLC, with NuScale LLC as the surviving entity in the merger (the “Merger”);

(iii) at the Effective Time, the Existing NuScale LLCA will be amended and restated with each preferred unit of NuScale LLC issued and outstanding immediately prior to the Effective Time being re-classified into common units and immediately after such re-classification, each common unit issued and outstanding immediately prior to the Effective Time (including those resulting from the preceding re-classification) will be re-classified into a fraction of a NuScale LLC Class B Unit equal to the Exchange Ratio;

(iv) NuScale Corp will issue to each NuScale Equityholder one share of NuScale Corp Class B Common Stock for each NuScale LLC Class B Unit held by such NuScale Equityholder;

(v) Each option to purchase a NuScale LLC Unit (a “NuScale Option”) will be converted into an economically equivalent number of options to purchase shares of NuScale Corp Class A Common

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Stock based on the Exchange Ratio with the same aggregate exercise price, terms and conditions (including vesting and exercisability terms) as were applicable to the NuScale Option immediately prior to the Effective Time; and

(vi) Spring Valley will contribute, without duplication, an amount equal to (A) the amount of cash in the Trust Account (the “Trust Account”) established by Spring Valley with the proceeds from its initial public offering as of immediately prior to the Closing (and before, for the avoidance of doubt, giving effect to the exercise of redemption rights by any Spring Valley shareholders (the “Spring Valley Share Redemptions”)), plus (B) all other cash and cash equivalents of Spring Valley, minus (C) the aggregate amount of cash proceeds that will be required to satisfy the Spring Valley Share Redemptions, plus (D) the aggregate cash proceeds actually received in respect of the PIPE Investment (as defined below), and (E) minus any Transaction Expenses in excess of $43,000,000 in the aggregate.”

Interests of Spring Valley Directors and Officers in the Transactions

When you consider the recommendation of the Spring Valley Board in favor of approval of the Merger Agreement Proposal, you should keep in mind that the Initial Shareholders and certain of Spring Valley’s current officers and directors have interests in such proposal that are different from, or in addition to, those of Spring Valley shareholders and warrant holders generally. These interests include, among other things, the interests listed below:

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the fact that our Initial Shareholders have agreed not to redeem any Spring Valley Class A ordinary shares held by them in connection with a shareholder vote to approve a proposed initial business combination (such as the Transactions);

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the fact that the Sponsor paid an aggregate of $25,000 for 7,187,500 Spring Valley Class B ordinary shares, 5,750,000 of which are currently owned directly or indirectly by the Initial Shareholders, the aggregate value of which is estimated to be approximately $72,234,375, assuming the per share value of the NuScale Corp Class A Common Stock is the same as the $10.05 per share closing price of the Spring Valley Class A ordinary shares on Nasdaq as of January 4, 2022, and these Spring Valley Class B ordinary shares will be worthless if a business combination is not consummated by May 27, 2022 (or November 27, 2022 if extended at the Sponsor’s option);

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the fact that the Sponsor paid $8,900,000 for its Spring Valley Private Placement Warrants, the aggregate value of which is estimated to be approximately $12,015,000, assuming the per warrant value of the NuScale Corp Warrants is the same as the $1.35 per warrant closing price of the Spring Valley Warrants on Nasdaq as of January 4, 2022, and the Spring Valley Private Placement Warrants would be worthless if a business combination is not consummated by May 27, 2022 (or November 27, 2022 if extended at the Sponsor’s option);

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the fact that the affiliates of Spring Valley have agreed to purchase 500,000 shares of NuScale Corp Class A Common Stock at $10.00 per share, for an aggregate purchase price of $5,000,000, in the PIPE Investment on the same terms and conditions as the other PIPE Investors;

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the fact that the Initial Shareholders and certain of Spring Valley’s current officers and directors have agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Spring Valley ordinary shares (other than Public Shares) held by them if Spring Valley fails to complete an initial business combination by May 27, 2022 (or November 27, 2022 if extended at the Sponsor’s option). No consideration was given to the Initial Shareholders or Spring Valley’s current officers and directors in exchange for such waiver;

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the fact that the Registration Rights Agreement will be entered into by the Sponsor, the Sponsor Sub and certain other affiliates of Spring Valley;

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the continued indemnification of Spring Valley’s existing directors and officers and the continuation of Spring Valley’s directors’ and officers’ liability insurance after the consummation of the Transactions (i.e., a “tail policy”);

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the fact that the Sponsor and Spring Valley’s officers and directors will lose their entire investment in Spring Valley and will not be reimbursed for any out-of-pocket expenses if an initial business combination is not consummated by May 27, 2022 (or November 27, 2022 if extended at the Sponsor’s

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option). Accordingly, Spring Valley may not be able to reimburse these expenses if the Business Combination or another business combination is not completed by May 27, 2022 (or November 27, 2022 if extended at the Sponsor’s option). As of the record date, the Sponsor and Spring Valley’s officers and directors and their affiliates had incurred approximately $    of unpaid reimbursable expenses;

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the fact that the Sponsor purchased its Spring Valley Class B ordinary shares from Spring Valley at a price of approximately $0.003 per Spring Valley Class B ordinary share, or an aggregate purchase price of $25,000. Given the differential in purchase price that the Sponsor paid for the Spring Valley Class B ordinary shares as compared to the price of the Spring Valley units sold in the IPO, the Initial Shareholders may realize a positive rate of return on such investment even if Spring Valley public shareholders experience a negative rate of return following the business combination;

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the fact that if the Trust Account is liquidated, including in the event Spring Valley is unable to complete an initial business combination by May 27, 2022 (or November 27, 2022 if extended at the Sponsor’s option), the Sponsor has agreed to indemnify Spring Valley to ensure that the proceeds in the Trust Account are not reduced below $10.00 per Public Share, or such lesser per Public Share amount as is in the Trust Account on the liquidation date, by the claims of prospective target businesses with which Spring Valley has entered into an acquisition agreement or claims of any third party for services rendered or products sold to Spring Valley, but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the Trust Account; and

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the fact that Spring Valley may be entitled to distribute or pay over funds held by Spring Valley outside the Trust Account to the Sponsor or any of its Affiliates prior to the Closing.

The Initial Shareholders have, pursuant to the Support Agreements and the Sponsor Letter Agreement, agreed to, among other things, vote all of their ordinary shares in favor of the proposals being presented at the extraordinary general meeting. As of the date of this Proxy Statement/Prospectus, the Initial Shareholders own 20.0% of the issued and outstanding ordinary shares. See “The Transactions — Related Agreements —  Support Agreement” in the accompanying Proxy Statement/Prospectus for more information related to the Support Agreements.

At any time at or prior to the Transactions, during a period when they are not then aware of any material nonpublic information regarding us or our securities, our Initial Shareholders, NuScale LLC and/or their directors, officers, advisors or respective affiliates may purchase Public Shares from institutional and other investors who vote, or indicate an intention to vote, against any of the Condition Precedent Proposals, or execute agreements to purchase such shares from such investors in the future, or they may enter into transactions with such investors and others to provide them with incentives to acquire Public Shares or vote their Public Shares in favor of the Condition Precedent Proposals. Such a purchase may include a contractual acknowledgement that such shareholder, although still the record or beneficial holder of our shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that our Initial Shareholders, NuScale LLC and/or their directors, officers, advisors or respective affiliates who have agreed to vote in favor of this transaction purchase shares in privately negotiated transactions from Public Shareholders who have already elected to exercise their redemption rights, such selling shareholder would be required to revoke their prior elections to redeem their shares. The purpose of such share purchases and other transactions would be to increase the likelihood of satisfaction of the requirements that (i) the Merger Agreement Proposal, the Advisory Charter Proposal, the Nasdaq Proposal, the Long-Term Incentive Plan Proposal and the Adjournment Proposal are approved by the affirmative vote of at least a majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter, (ii) the Domestication Proposal and the Organizational Documents Proposal are approved by the affirmative vote of at least a two-thirds (2/3rds) majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter, (iii) the number of holders of Public Shares electing to redeem their Public Shares is limited and (iv) NuScale Corp’s net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) are at least $5,000,001 after giving effect to the Transactions and the PIPE Investment.

If such transactions described in the foregoing paragraph are effected, the consequence could be to cause the Transactions to be consummated in circumstances where such consummation could not otherwise

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occur. Purchases of shares by the persons described above would allow them to exert more influence over the approval of the proposals to be presented at the extraordinary general meeting and would likely increase the chances that such proposals would be approved. We will file or submit a Current Report on Form 8-K to disclose any material arrangements entered into or significant purchases made by any of the aforementioned persons that would affect the vote on the proposals to be put to the extraordinary general meeting or the redemption threshold. Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons.

The existence of financial and personal interests of one or more of Spring Valley’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of Spring Valley and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, Spring Valley’s officers have interests in the Transactions that may conflict with your interests as a shareholder.

Vote Required for Approval

This Merger Agreement Proposal (and consequently, the Transactions, including the Merger) requires an ordinary resolution under the Cayman Islands Companies Act, being the affirmative vote of the holders of the majority of the Spring Valley ordinary shares who, being present and entitled to vote at the Special Meeting, vote at the Special Meeting.

Failure to submit a proxy or to vote in person or virtually at the Special Meeting, an abstention from voting or a broker non-vote will have no effect on the Merger Agreement Proposal.

The Merger is conditioned upon the approval of the Merger Agreement Proposal, subject to the terms of the Merger Agreement. If the Merger Agreement Proposal is not approved, the other Shareholder Proposals (except the Adjournment Proposal, as described below) will not be presented to the shareholders for a vote.

The Sponsor Sub and Spring Valley’s directors and officers have agreed to vote the Spring Valley Founder Shares and any Spring Valley Class A ordinary shares owned by them in favor of the Merger Agreement Proposal. See “The Transactions — The Merger Agreement — Related Agreements — Support Agreement” for more information.

Recommendation of the Spring Valley Board of Directors

SPRING VALLEY’S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT ITS SHAREHOLDERS VOTE “FOR” THE MERGER AGREEMENT PROPOSAL.

The existence of financial and personal interests of one or more of Spring Valley’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of Spring Valley and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, Spring Valley’s directors and officers have interests in the Transactions that may conflict with your interests as a shareholder. See the section entitled “The Transactions — Interests of Spring Valley Directors and Executive Officers in the Transactions” for a further discussion of these considerations.

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PROPOSAL NO. 2 — THE DOMESTICATION PROPOSAL

Overview

As discussed in this Proxy Statement/Prospectus, if the Merger Agreement Proposal is approved, then Spring Valley is asking its shareholders to approve the Domestication Proposal. Under the Merger Agreement, the approval of the Domestication Proposal is also a condition to the consummation of the Merger. If, however, the Domestication Proposal is approved, but the Merger Agreement Proposal is not approved, then neither the Domestication nor the Merger will be consummated.

As a condition to closing the Merger, the Spring Valley Board has unanimously approved, and Spring Valley shareholders are being asked to consider and vote upon a proposal to approve a change of Spring Valley’s jurisdiction of incorporation by deregistering as a Cayman Islands exempted company and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware. To effect the Domestication, Spring Valley will file an application to deregister with the Cayman Islands Registrar of Companies, together with the necessary accompanying documents, and file the Proposed Charter and a certificate of corporate domestication with the Secretary of State of the State of Delaware, under which Spring Valley will be domesticated and continue as a Delaware corporation.

In connection with the Domestication, (i) Spring Valley’s name will be changed to “ NuScale Power Corporation,” ​(ii) each outstanding Spring Valley Class A ordinary share will become one share of NuScale Corp Class A Common Stock, (iii) each outstanding warrant to purchase one Spring Valley Class A ordinary share will become a warrant to purchase one share of NuScale Corp Class A Common Stock and (iv) NuScale Corp will file its certificate of incorporation and adopt bylaws to serve as its governing documents in connection with the Domestication.

The Domestication Proposal, if approved, will approve a change of Spring Valley’s jurisdiction of incorporation from the Cayman Islands to the State of Delaware and amend and restate the Existing Organizational Documents with the Proposed Organizational Documents. Accordingly, while Spring Valley is currently incorporated as an exempted company under the Cayman Islands Companies Act, upon the Domestication, Spring Valley will be governed by the DGCL and the Proposed Organizational Documents. We encourage shareholders to carefully consult the information set out below under “— Comparison of Corporate Governance and Shareholder Rights.” Additionally, we note that if the Domestication Proposal is approved, then Spring Valley will also ask its shareholders to approve the Organizational Documents Proposal (discussed below), which, if approved, will replace the Existing Organizational Documents with the Proposed Organizational Documents, which will be a new certificate of incorporation and bylaws of NuScale Corp under the DGCL. The Proposed Organizational Documents differ in certain material respects from the Existing Organizational Documents and we encourage shareholders to carefully consult the information set out below under “Proposal No. 3 — The Organizational Documents Proposal,” the Existing Organizational Documents of Spring Valley, attached hereto as Annex B and the Proposed Organizational Documents of NuScale Corp, attached hereto as Annex C and Annex D.

Reasons for the Domestication

The Spring Valley Board believes that there are significant advantages to Spring Valley that will arise as a result of a change of domicile to Delaware. Further, the Spring Valley Board believes that any direct benefit that Delaware law provides to a corporation also indirectly benefits the shareholders, who are the owners of the corporation. The Spring Valley Board believes that there are several reasons why a reincorporation in Delaware is in the best interests of Spring Valley and its shareholders, including:

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Prominence, Predictability, and Flexibility of Delaware Law.   For many years Delaware has followed a policy of encouraging incorporation in its state and, in furtherance of that policy, has been a leader in adopting, construing, and implementing comprehensive, flexible corporate laws responsive to the legal and business needs of corporations organized under its laws. Many corporations have chosen Delaware initially as a state of incorporation or have subsequently changed corporate domicile to Delaware. Because of Delaware’s prominence as the state of incorporation for many major corporations, both the legislature and courts in Delaware have demonstrated the ability and a willingness to act quickly and effectively to meet changing business needs. The DGCL is frequently

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revised and updated to accommodate changing legal and business needs and is more comprehensive, widely used and interpreted than other state corporate laws. This favorable corporate and regulatory environment is attractive to businesses such as ours. Based on publicly available data, over half of publicly-traded corporations in the United States and over 67% of all Fortune 500 companies are incorporated in Delaware.

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Well-Established Principles of Corporate Governance.   There is substantial judicial precedent in the Delaware courts as to the legal principles applicable to measures that may be taken by a corporation and to the conduct of a corporation’s board of directors, such as under the business judgment rule and other standards. Because the judicial system is based largely on legal precedents, the abundance of Delaware case law provides clarity and predictability to many areas of corporate law. Such clarity would be advantageous to Spring Valley, the Spring Valley Board and management to make corporate decisions and take corporate actions with greater assurance as to the validity and consequences of those decisions and actions. Further, investors and securities professionals are generally more familiar with Delaware corporations, and the laws governing such corporations, increasing their level of comfort with Delaware corporations relative to other jurisdictions. The Delaware courts have developed considerable expertise in dealing with corporate issues, and a substantial body of case law has developed construing Delaware law and establishing public policies with respect to corporate legal affairs. Moreover, Delaware’s vast body of law on the fiduciary duties of directors provides appropriate protection for Spring Valley’s shareholders from possible abuses by directors and officers.

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Increased Ability to Attract and Retain Qualified Directors.   Reincorporation from the Cayman Islands to Delaware is attractive to directors, officers, and shareholders alike. Spring Valley’s incorporation in Delaware may make Spring Valley more attractive to future candidates for the Spring Valley Board, because many such candidates are already familiar with Delaware corporate law from their past business experience. To date, we have not experienced difficulty in retaining directors or officers, but directors of public companies are exposed to significant potential liability. Thus, candidates’ familiarity and comfort with Delaware laws — especially those relating to director indemnification (as discussed below) — draw such qualified candidates to Delaware corporations. The Spring Valley Board therefore believes that providing the benefits afforded directors by Delaware law will enable NuScale Corp, following completion of the Transactions, to compete more effectively with other public companies in the recruitment of talented and experienced directors and officers. Moreover, Delaware’s vast body of law on the fiduciary duties of directors provides appropriate protection for our shareholders from possible abuses by directors and officers. The frequency of claims and litigation pursued against directors and officers has greatly expanded the risks facing directors and officers of corporations in carrying out their respective duties. The amount of time and money required to respond to such claims and to defend such litigation can be substantial. While both Cayman Islands and Delaware law permit a corporation to include a provision in its governing documents to reduce or eliminate the monetary liability of directors for breaches of fiduciary duty in certain circumstances, we believe that, in general, Delaware law is more developed and provides more guidance than Cayman Islands law on matters regarding a corporation’s ability to limit director liability. As a result, we believe that the corporate environment afforded by Delaware will enable the surviving corporation to compete more effectively with other public companies in attracting and retaining new directors.

Reasons for the Amendments

Perpetual Existence

The Spring Valley Board believes that making Spring Valley’s corporate existence perpetual is desirable to reflect the Transactions. Additionally, perpetual existence is the usual period of existence for public corporations, and the Spring Valley Board believes that it is the most appropriate period for Spring Valley upon the Domestication and NuScale Corp following the Transactions.

Provisions Related to Status as Blank Check Company

The elimination of certain provisions related to our status as a blank check company is desirable because these provisions will serve no purpose following the Transactions. For example, the Proposed

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Charter does not include the requirement to dissolve Spring Valley and allows it to continue as a corporate entity with perpetual existence following consummation of the Transactions. Perpetual existence is the usual period of existence for public corporations, and the Spring Valley Board believes it is the most appropriate period for Spring Valley following the Domestication and NuScale Corp following the Transactions. In addition, certain other provisions in our Existing Organizational Documents require that proceeds from Spring Valley’s Initial Public Offering be held in the Trust Account until a business combination or liquidation of Spring Valley has occurred. These provisions cease to apply once the Transactions are consummated and are therefore not included in the Proposed Charter.

Anticipated Accounting Treatment of the Domestication

There will be no accounting effect or change in the carrying amount of the consolidated assets and liabilities of Spring Valley as a result of Domestication. The business, capitalization, assets and liabilities and financial statements of Spring Valley immediately following the Domestication will be the same as those of Spring Valley immediately prior to the Domestication.

Comparison of Corporate Governance and Shareholder Rights

Spring Valley is an exempted company incorporated under the Cayman Islands Companies Act. The Cayman Islands Companies Act, Cayman Islands law generally and the Existing Organizational Documents govern the rights of its shareholders. The Cayman Islands Companies Act and Cayman Islands law generally differs in some material respects from laws generally applicable to United States corporations and their stockholders. In addition, the Existing Organizational Documents differ in certain material respects from the Proposed Organizational Documents. As a result, when you become a stockholder of NuScale Corp, your rights will differ in some regards as compared to when you were a shareholder of Spring Valley.

Since the Existing Organizational Documents will, if approved, ultimately be replaced by the Proposed Organizational Documents at Closing, the chart below is a summary outlining important similarities and differences in the corporate governance and stockholder/shareholder rights associated with each of Spring Valley and NuScale Corp according to applicable law and/or the organizational documents of Spring Valley and NuScale Corp. You also should review the Proposed Charter and the Proposed Bylaws of NuScale Corp attached to this Proxy Statement/Prospectus as Annex C and Annex D, respectively, as well as the Delaware corporate law, including the DGCL, and corporate laws of the Cayman Islands, including the Cayman Islands Companies Act, to understand how these laws apply to Spring Valley and NuScale Corp.

​	Delaware	Cayman Islands
Applicable legislation	General Corporation Law of the State of Delaware.	Cayman Islands Companies Act
Stockholder/Shareholder Approval of Business Combinations	Mergers generally require approval of a majority of all outstanding shares. Mergers in which less than 20% of the acquirer’s stock is issued generally do not require acquirer stockholder approval. Mergers in which one corporation owns 90% or more of a second corporation may be completed without the vote of the second corporation’s board of directors or stockholders.	Mergers require a special resolution, and any other authorization as may be specified in the relevant articles of association. Parties holding certain security interests in the constituent companies must also consent. All mergers (other than parent/​subsidiary mergers) require shareholder approval — there is no exception for smaller mergers. Where a bidder has acquired 90% or more of the shares in a Cayman Islands company, it can compel the acquisition of the shares of the remaining

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​	Delaware	Cayman Islands
​	​	shareholders and thereby become the sole shareholder. A Cayman Islands company may also be acquired through a “scheme of arrangement” sanctioned by a Cayman Islands court and approved by 50%+1 in number and 75% in value of shareholders in attendance and voting at a general meeting.
Stockholder/Shareholder Votes for Routine Matters	Generally, approval of routine corporate matters that are put to a stockholder vote require the affirmative vote of the majority of shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter.	Under the Cayman Islands Companies Act and the Existing Organizational Documents, routine corporate matters may be approved by an ordinary resolution (being a resolution passed by a simple majority of the shareholders as being entitled to do so).
Requirement for Quorum	Quorum is a majority of shares entitled to vote at the meeting present in person or represented by proxy unless otherwise set in the constitutional documents, but cannot be less than one third of shares entitled to vote at the meeting.	Quorum is set in the company’s memorandum and articles of association.
Stockholder/Shareholder Consent to Action Without Meeting	Unless otherwise provided in the certificate of incorporation, any action required or permitted to be taken at any annual or special meeting of stockholders may be taken by written consent of not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.	Shareholder action by written resolutions (whether unanimous or otherwise) may be permitted by the articles of association. The articles of association may provide that shareholders may not act by written resolutions.
Appraisal Rights	Generally, a stockholder of a publicly traded corporation does not have appraisal rights in connection with a merger.	Minority shareholders that dissent from a merger are entitled to be paid the fair market value of their shares, which if necessary may ultimately be determined by the court.
Inspection of Books and Records	Any stockholder may inspect the corporation’s books and records for a “proper purpose” during the usual hours for business, as limited by Section 220 of the DGCL.	Shareholders generally do not have any rights to inspect or obtain copies of the register of shareholders or other corporate records of a company.

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​	Delaware	Cayman Islands
Stockholder/Shareholder Lawsuits	A stockholder may bring a derivative suit subject to procedural requirements (including adopting Delaware as the exclusive forum as per the Domestication Proposal).	In the Cayman Islands, the decision to institute proceedings on behalf of a company is generally taken by the company’s board of directors. A shareholder may be entitled to bring a derivative action on behalf of the company, but only in certain limited circumstances.
Fiduciary Duties of Directors	Directors must exercise a duty of care and duty of loyalty and good faith to the company and its stockholders.	A director owes fiduciary duties to a company, including to exercise loyalty, honesty and good faith to the company as a whole. In addition to fiduciary duties, directors owe a duty of care, diligence and skill. Such duties are owed to the company but may be owed directly to creditors or shareholders in certain limited circumstances.
Indemnification of Directors and Officers	A corporation is generally permitted to indemnify its directors and officers acting in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation.	A Cayman Islands exempted company generally may indemnify its directors or officers except with regard to fraud or willful default.
Limited Liability of Directors	Permits limiting or eliminating the monetary liability of a director to a corporation or its stockholders, except with regard to breaches of duty of loyalty, intentional misconduct, unlawful repurchases or dividends, or improper personal benefit.	Liability of directors may be eliminated except with regard to their own fraud or willful default.
Removal of Directors	Any director or the entire board may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors, except as follows: (1) unless the charter otherwise provides, or (2) in the case of a corporation having cumulative voting, if less than the entire board is to be removed, no director may be removed without cause if the votes cast against that director’s removal would be sufficient to elect that director if	A company’s memorandum and articles of association may provide that a director may be removed for any or no reason and that, in addition to shareholders, boards may be granted the power to remove a director.

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​	Delaware	Cayman Islands
​	then cumulatively voted at an election of the entire board.	​
Number of Directors	The number of directors is fixed by the bylaws, unless the certificate of incorporation fixes the number of directors, in which case a change in the number of directors shall be made only by amendment of the certificate of incorporation. The bylaws may provide that the board may increase the size of the board and fill any vacancies.	Subject to the memorandum and articles of association, the board may increase the size of the board and fill any vacancies.

Resolution to be Voted Upon

The full text of the resolution to be proposed is as follows:

“RESOLVED, as a special resolution, that the Company be de-registered in the Cayman Islands pursuant to Article 47 of the Amended and Restated Memorandum and Articles of Association of Spring Valley Acquisition Corp. and be registered by way of continuation as a corporation in the State of Delaware, and conditional upon, and with effect from, the registration of the Company in the State of Delaware as a corporation with the laws of the State of Delaware, the name of the Company be changed to “NuScale Power Corporation.”

Vote Required for Approval

If the Merger Agreement Proposal is not approved, the Domestication Proposal will not be presented at the Special Meeting. The approval of the Domestication Proposal requires a special resolution under the Cayman Islands law, being the affirmative vote of the holders of at least two-thirds (2/3rds) of the Spring Valley ordinary shares who, being present and entitled to vote at the Special Meeting, vote at the Special Meeting. Abstentions and broker non-votes, while considered present for purposes of establishing quorum, will not count as a vote cast at the Special Meeting.

The Merger is conditioned upon the approval of the Domestication Proposal, subject to the terms of the Merger Agreement. Notwithstanding the approval of the Domestication Proposal, if the Merger is not consummated for any reason, the actions contemplated by the Domestication Proposal will not be effected.

Recommendation of the Spring Valley Board of Directors

SPRING VALLEY’S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT ITS SHAREHOLDERS VOTE “FOR” THE DOMESTICATION PROPOSAL.

The existence of financial and personal interests of one or more of Spring Valley’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of Spring Valley and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, Spring Valley’s directors and officers have interests in the Transactions that may conflict with your interests as a shareholder. See the section entitled “The Transactions — Interests of Spring Valley Directors and Executive Officers in the Transactions” for a further discussion of these considerations.

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PROPOSAL NO. 3 — THE ORGANIZATIONAL DOCUMENTS PROPOSAL

Overview

As discussed in this Proxy Statement/Prospectus, if the Merger Agreement Proposal and the Domestication Proposal are approved, then Spring Valley is asking its shareholders to approve the Organizational Documents Proposal. Under the Merger Agreement, the approval of the Organizational Documents Proposal is also a condition to the consummation of the Merger. If, however, the Organizational Documents Proposal is approved but either the Merger Agreement Proposal or the Domestication Proposal is not approved, then neither the Merger nor the Domestication will be consummated.

If each of the other Condition Precedent Proposals and the Organizational Documents Proposal are each approved and the Transactions is to be consummated, then the Proposed Charter and the Proposed Bylaws will be substantially in the form set forth on Annex C and Annex D, respectively, and each of the matters contemplated by the Advisory Charter Proposal will be included in the Proposed Charter adopted by NuScale Corp. The approval or lack thereof of any of the Advisory Charter Proposal subproposals will not affect the effectiveness of the Organizational Documents Proposal if approved by Spring Valley’s shareholders.

All shareholders are encouraged to read the Proposed Organizational Documents in their entirety for a more complete description of their terms.

Reasons for the Organizational Documents Proposal

Each of the Proposed Charter and the Proposed Bylaws was negotiated as part of the Transactions. The Spring Valley Board’s specific reasons for each of the Advisory Charter Proposal subproposals (each of which are included in the Proposed Charter) are set forth in the section titled “Proposal No. 4 — The Advisory Charter Proposal.”

Resolution to be Voted Upon

The full text of the resolution to be proposed is as follows:

“RESOLVED, as a special resolution, that the certificate of incorporation and bylaws of NuScale Corp (annexed to the Proxy Statement/Prospectus as Annex C and Annex D), be approved as the certificate of incorporation and bylaws, respectively, of NuScale Corp, effective upon the effectiveness of the Domestication.”

Vote Required for Approval

If the Merger Agreement Proposal and the Domestication Proposal are not approved, the Organizational Documents Proposal will not be presented at the Special Meeting. The approval of the Organizational Documents Proposal requires a special resolution under the Cayman Islands law, being the affirmative vote of the holders of at least two-thirds (2/3rds) of the Spring Valley ordinary shares who, being present and entitled to vote at the Special Meeting, vote at the Special Meeting. Abstentions and broker non-votes, while considered present for purposes of establishing quorum, will not count as a vote cast at the special meeting.

Recommendation of the Spring Valley Board of Directors

SPRING VALLEY’S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT ITS SHAREHOLDERS VOTE “FOR” THE ORGANIZATIONAL DOCUMENTS PROPOSAL.

The existence of financial and personal interests of one or more of Spring Valley’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of Spring Valley and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, Spring Valley’s directors and officers have interests in the Transactions that may conflict with your interests as a shareholder. See the section entitled “The Transactions — Interests of Spring Valley Directors and Executive Officers in the Transactions” for a further discussion of these considerations.

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PROPOSAL NO. 4 — THE ADVISORY CHARTER PROPOSAL

As required by SEC guidance to give stockholders the opportunity to present their separate views on important corporate governance provisions, Spring Valley is requesting that our stockholders vote upon, on a non-binding advisory basis, the Advisory Charter Proposal sub proposals, which are separately being presented in accordance with SEC guidance and which will be voted upon on a non-binding advisory basis. This separate vote is not otherwise required by Delaware law or Cayman Islands law separate and apart from the Organizational Documents Proposal. However, the shareholder vote regarding each of the Advisory Charter Proposal is an advisory vote, and is not binding on the Company or the Spring Valley Board (separate and apart from the approval of the Organizational Documents Proposal). Furthermore, the Merger is not conditioned on the separate approval of the Advisory Charter Proposal (separate and apart from approval of the Organizational Documents Proposal). Accordingly, regardless of the outcome of the non-binding advisory vote on the Advisory Charter Proposal, Spring Valley intends that the Proposed Charter will take effect upon the Closing (assuming approval of the Organizational Documents Proposal).

The following table sets forth a summary of the principal changes proposed to be made between the Existing Organizational Documents and the Proposed Organizational Documents. This summary is qualified by reference to the complete text of the Proposed Organizational Documents, copies of which are attached to this Proxy Statement/Prospectus as Annex C and Annex D.

​	Existing Organizational Documents	Proposed Organizational Documents
Authorized Shares (Proposal 4A)	Our Existing Organizational Documents authorized 331,000,000 shares, consisting of 300,000,000 Spring Valley Class A ordinary shares, par value $0.0001 per share, 30,000,000 Spring Valley Class B ordinary shares, par value $0.0001 per share, and 1,000,000 preference shares, par value $0.0001 per share.	The Proposed Organizational Documents authorize 511,000,000 shares, consisting of (i) 510,000,000 shares of NuScale Corp Common Stock, divided into (a) 332,000,000 shares of NuScale Corp Class A Common Stock, par value $0.0001 per share, and (b) 178,000,000 shares of NuScale Class B Common Stock, par value $0.0001 per share, and (ii) 1,000,000 shares of NuScale Corp Preferred Stock, par value $0.0001 per share.
Amendments (Proposal 4B)	Our Existing Organizational Documents provide that the provisions of the Existing Organizational Documents may be amended to change Spring Valley’s name; alter or add to the articles of association; alter or add to the memorandum with respect to any objects, powers or other matters specified therein; and reduce Spring Valley’s share capital or any capital redemption reserve fund.	The Proposed Organizational Documents would provide that the Proposed Charter may be amended by the affirmative vote of the holders of a majority of the total voting power of the outstanding shares of capital stock entitled to vote thereon, voting together as a single class; provided, that (i) holders of shares of each class of common stock will have no voting power with respect to, and will not be entitled to vote on, any amendment to the Proposed Charter that relates solely to the terms of any outstanding preferred stock if the holders of such preferred stock are entitled to vote as a separate class thereon under the Proposed Charter or

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​	Existing Organizational Documents	Proposed Organizational Documents
​	​	under DGCL; and (ii) certain amendments would require the affirmative vote of the holders of sixty-six and two-thirds percent (66 and 2/3%) of the total voting power of the outstanding shares of capital stock entitled to vote generally in the election of Directors, voting together as a single class, at a meeting of the stockholders called for that purpose.
Director Election, Vacancies and Removal (Proposal 4C)	Our Existing Organizational Documents provide that, prior to the closing of a business combination, holders of the Spring Valley Class B ordinary shares have the exclusive right to elect any director, whereas holders of Spring Valley Class A ordinary shares have no right to vote on the election of any director. After the closing of a business combination, directors may be elected by ordinary resolution of Spring Valley. Our Existing Organizational Documents provide that newly-created directorships or any vacancy on the Spring Valley Board may be filled solely and exclusively by a majority vote of the remaining directors then in office, even if less than a quorum, or by the sole remaining director. Prior to the closing of a business combination, holders of the Spring Valley Class B ordinary shares have the right to remove any director. All of the other directors (being not less than two) can also remove another director by unanimous resolution. However, holders of Spring Valley Class A ordinary shares have no right to vote on the removal of any director. Following the closing of a business combination, Spring Valley may remove any director by ordinary resolution.	The Proposed Organizational Documents provide that the election of directors shall be determined by a plurality of the votes cast by the stockholders present in person or represented by proxy at the meeting and entitled to vote thereon, voting together as a single class. Our Proposed Charter provides that newly-created directorships or any vacancy on the NuScale Corp Board may be filled solely and exclusively by a majority vote of the remaining directors then in office, even if less than a quorum. Our Proposed Organizational Documents provide that any or all of the directors (other than the directors elected by the holders of any series of preferred stock, voting separately as a series or together with one or more other such series, as the case may be) may be removed from office at any time, but only for cause by the affirmative vote of the holders of a majority in voting power of all the then outstanding shares of NuScale Corp capital stock entitled to vote generally in the election of directors, voting together as a single class.

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​	Existing Organizational Documents	Proposed Organizational Documents
Forum Selection (Proposal 4D)	Our Existing Organizational Documents do not contain an exclusive forum provision.	The Proposed Charter provides that the Delaware Court of Chancery, or, if such court does not have subject matter jurisdiction thereof, another state or federal court located within the State of Delaware, will be the exclusive forum for certain actions and claims.
Voting Rights (Proposal 4E)	Our Existing Organizational Documents provide that each holder of record of Spring Valley Class A ordinary shares, Spring Valley Class B ordinary shares and preference shares shall be entitled to one vote per share on all matters which shareholders are entitled to vote.	The Proposed Charter provides that each holder of record of NuScale Corp Class A Common Stock and NuScale Corp Class B Common Stock shall be entitled to one vote for each share of common stock on all matters which stockholders generally are entitled to vote; provided, that such holders are not entitled to vote on any amendment to the Proposed Charter that relates solely to the terms of any outstanding preferred stock if the holders of such preferred stock are entitled to vote as a separate class thereon under the Proposed Charter or DGCL.
Dividends and Distributions (Proposal 4F)	Our Existing Organizational Documents provide that all dividends and other distributions shall be paid according to the par value of the shares held by each shareholder.	The Proposed Organizational Documents provide that (i) each holder of record of NuScale Corp Class A Common Stock shall be entitled to receive such dividends and other distributions on the NuScale Corp Class A Common Stock as may from time to time be declared by the NuScale Corp Board, subject to the rights, if any, of the holders of any outstanding series of preferred stock or any class or series of stock having a preference senior to or the right to participate with the NuScale Corp Class A Common Stock with respect to the payment of dividends; and (ii) each holder of record of NuScale Corp Class B Common Stock shall not be entitled to receive dividends and other distributions, other than their respective par values in connection with the dissolution, liquidation, winding up or sales

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​	Existing Organizational Documents	Proposed Organizational Documents
​	​	of all or substantially all of NuScale Corp.
Removal of Blank Check Company Provisions (Proposal 4G)	Our Existing Organizational Documents contain various provisions applicable only to blank check companies.	The Proposed Organizational Documents will not include these provisions applicable only to blank check companies, including the provisions requiring that Spring Valley have net tangible assets of at least $5,000,001 immediately prior to, or upon such consummation of, a business combination.
Restrictions on Transfer (Proposal 4H)	​	The Proposed Organizational Documents provide that no transfer of NuScale Corp Class B Common Stock may be made unless the transferor also transfers an equal number of NuScale LLC Class B Units in accordance with the terms and subject to the conditions of the A&R NuScale LLC Agreement.

Reasons for the Advisory Charter Proposal Subproposals

(i)   Authorized Shares (Proposal 4A)

Our Existing Organizational Documents authorized 331,000,000 shares, consisting of 300,000,000 Spring Valley Class A ordinary shares, par value $0.0001 per share, 30,000,000 Spring Valley Class B ordinary shares, par value $0.0001 per share and 1,000,000 preference shares, par value $0.0001 per share. Proposal 4A increases the authorized number of shares because the Spring Valley Board believes that it is important for us to have available for issuance a number of authorized shares of common stock and preferred stock sufficient to support our growth and to provide flexibility for future corporate needs (including, if needed, as part of financing for future growth acquisitions). The shares would be issuable as consideration for the Transactions and the other transactions contemplated in this Proxy Statement/Prospectus, and for any proper corporate purpose, including future acquisitions, capital raising transactions consisting of equity or convertible debt, stock dividends or issuances under current and any future stock incentive plans. The Spring Valley Board believes that these additional shares will provide us with needed flexibility to issue shares in the future in a timely manner and under circumstances we consider favorable without incurring the risk, delay and potential expense incident to obtaining shareholder approval for a particular issuance.

(ii)   Amendments to the Organizational Documents (Proposal 4B)

The Existing Organizational Documents provide that certain amendments may only be made pursuant to a special resolution under the Cayman Islands Companies Act, which would require the affirmative vote of the holders of at least two-thirds (2/3rds) of the Spring Valley ordinary shares who, being present and entitled to vote on the amendment, vote on such amendment, or unanimous written resolution, including amendments to (i) change Spring Valley’s name, (ii) alter or add to the articles of association, (iii) alter or add to the memorandum of association with respect to any objects, powers or other matters specified therein, and (iv) reduce Spring Valley’s share capital or any capital redemption reserve fund. The Proposed Organizational Documents allow for amendments by the affirmative vote of holders of at least a majority of the total voting power of all the then outstanding shares of stock entitled to vote generally in the election of directors, voting together as a single class; provided, that (i) holders of shares of each class of common stock will have no voting power with respect to, and will not be entitled to vote on, any amendment to the Proposed Charter that relates solely to the terms of any outstanding preferred stock if the holders of

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such preferred stock are entitled to vote as a separate class thereon under the Proposed Charter or under DGCL; and (ii) certain amendments will require the affirmative vote of the holders of sixty-six and two-thirds percent (66 and 2/3%) of the total voting power of the outstanding shares of capital stock entitled to vote generally in the election of Directors, voting together as a single class, at a meeting of the stockholders called for that purpose. As set forth by the Proposed Organizational Documents, such votes are required to amend provisions that relate to (i) director vacancies, (ii) removal of directors; requirements for an action by written consent; (iii) meetings of stockholders; (iv) liability of directors; (v) requirements for amending the bylaws contemplated by the Organizational Documents; (vi) forum for adjudication of disputes; and (vii) corporate opportunity. The Spring Valley Board believes that the vote thresholds contemplated by Proposal 4B are more appropriate for a public operating company with sponsor investors.

(iii)   Director Election, Director Vacancies and Removal (Proposal 4C)

At present, our Existing Organizational Documents provide that, prior to the closing of a business combination, holders of the Spring Valley Class B ordinary shares have the exclusive right to elect any director, whereas holders of Spring Valley Class A ordinary shares have no right to vote on the election of any director, and, following the closing of a business combination, directors may be elected by ordinary resolution of Spring Valley. Our Existing Organizational Documents also provide that newly-created directorships or any vacancy on the Spring Valley Board may be filled solely and exclusively by a majority vote of the remaining directors then in office, even if less than a quorum, or by the sole remaining director. Our Existing Organizational Documents further provide that, prior to the closing of a business combination, holders of the Spring Valley Class B ordinary shares have the right to remove any director. Additionally, all of the other directors (being not less than two) can remove a director by unanimous resolution. However, holders of Spring Valley Class A ordinary shares have no right to vote on the removal of any director. Following the closing of a business combination, Spring Valley may remove any director by ordinary resolution. Proposal 4C provides that the Proposed Organizational Documents will permit for the election of directors by a plurality of the votes cast by the stockholders present in person or represented by proxy at the meeting and entitled to vote thereon, voting together as a single class. Proposal 4C also provides that newly-created directorships or any vacancy on the NuScale Corp Board may be filled solely and exclusively by a majority vote of the remaining directors then in office, even if less than a quorum. With respect to removal of directors, Proposal 4C provides that any or all of the directors (other than the directors elected by the holders of any series of preferred stock, voting separately as a series or together with one or more other such series, as the case may be) may be removed from office at any time, but only for cause by the affirmative vote of the holders of a majority in voting power of all the then outstanding shares of NuScale Corp capital stock entitled to vote generally in the election of directors, voting together as a single class.

(iv)   Forum Selection (Proposal 4D)

Our Existing Organizational Documents do not contain an exclusive forum provision. Proposal 4D provides that the Court of Chancery of the State of Delaware or, if such court does not have subject matter jurisdiction thereof, another state or federal court located within the State of Delaware, shall be the exclusive forum for certain actions and claims. This amendment is intended to assist Spring Valley in avoiding multiple lawsuits in multiple jurisdictions regarding the same matter. The ability to require such claims to be brought in a single forum will help to assure consistent consideration of the issues, the application of a relatively known body of case law and level of expertise, and should promote efficiency and cost-savings in the resolutions of such claims. We believe that the Delaware courts are best suited to address disputes involving such matters given that Spring Valley intends to incorporate in Delaware (pending approval of the Domestication Proposal discussed above), Delaware law generally applies to such matters, and the Delaware courts have a reputation for expertise in corporate law matters. Delaware offers a specialized Court of Chancery to address corporate law matters, with streamlined procedures and processes to accelerate the timeline of legal decisions. This accelerated schedule can minimize the time, cost and uncertainty of litigation for all parties. The Court of Chancery has developed considerable expertise with respect to corporate law issues, as well as a substantial and influential body of case law construing Delaware’s corporate law and long-standing precedent regarding corporate governance. This provides shareholders and Spring Valley with more predictability regarding the outcome of intra-corporate disputes. In the event the Court of Chancery does not have jurisdiction, the other state courts located in Delaware would be the most appropriate forums because these courts have more expertise on matters of Delaware law compared to other jurisdictions.

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In addition, this amendment is intended to promote judicial fairness and avoid conflicting results, as well as make Spring Valley’s defense of applicable claims less disruptive and more economically feasible, principally by avoiding duplicative discovery. At the same time, we believe that Spring Valley should retain the ability to consent to an alternative forum on a case-by-case basis where Spring Valley determines that its interests and those of its shareholders are best served by permitting such a dispute to proceed in a forum other than in Delaware.

(v)   Voting Rights (Proposal 4E)

Our Existing Organizational Documents provide that each holder of record of Spring Valley Class A ordinary shares, Spring Valley Class B ordinary shares and preference shares shall be entitled to one vote per share on all matters which such shareholders are entitled to vote. Proposal 4E provides that each holder of record of NuScale Corp Class A Common Stock and NuScale Corp Class B Common Stock shall be entitled to one vote for each share of common stock on all matters which stockholders generally are entitled to vote; provided, that such holders are not entitled to vote on any amendment to the Proposed Charter that relates solely to the terms of any outstanding preferred stock if the holders of such preferred stock are entitled to vote as a separate class thereon under the Proposed Charter or DGCL.

(vi)   Dividends and Distributions (Proposal 4F)

Our Existing Organizational Documents provide that all dividends and other distributions shall be paid according to the par value of the shares held by each shareholder. Proposal 4F provides that (i) each holder of record of NuScale Corp Class A Common Stock shall be entitled to receive such dividends and other distributions on the NuScale Corp Class A Common Stock as may from time to time be declared by the NuScale Corp Board, subject to the rights, if any, of the holders of any outstanding series of preferred stock or any class or series of stock having a preference senior to or the right to participate with the NuScale Corp Class A Common Stock with respect to the payment of dividends; and (ii) each holder of record of NuScale Corp Class B Common Stock shall not be entitled to receive dividends and other distributions, other than their respective par values in connection with the dissolution, liquidation, winding up or sales of all or substantially all of NuScale Corp.

(vii)   Removal of Blank Check Company Provisions (Proposal 4G)

Our Existing Organizational Documents contain various provisions applicable only to blank check companies. Proposal 4G eliminates certain provisions related to our status as a blank check company, including the provisions requiring that Spring Valley have net tangible assets of at least $5,000,001 immediately prior to, or upon such consummation of, a business combination, which is desirable because these provisions will serve no purpose following the Transactions. For example, these proposed amendments remove the requirement to dissolve Spring Valley and allow it to continue as a corporate entity with perpetual existence following consummation of the Transactions. Perpetual existence is the usual period of existence for corporations, and we believe it is the most appropriate period for Spring Valley following the Transactions. In addition, certain other provisions in our Existing Organizational Documents require that proceeds from Spring Valley’s Initial Public Offering be held in the Trust Account until a business combination or liquidation of merger has occurred. These provisions cease to apply once the Transaction is consummated.

(viii)   Restrictions on Transfer (Proposal 4H)

Our Existing Organizational Documents do not have any explicit restrictions on the transfer of Spring Valley Class A ordinary shares. The Proposed Organizational Documents provide that no transfer of NuScale Corp Class B Common Stock may be made unless the transferor also transfers an equal number of NuScale LLC Class B Units in accordance with the terms and subject to the conditions of the A&R NuScale LLC Agreement. The A&R NuScale LLC Agreement, in turn, limits transfers of NuScale LLC Class B Units to affiliates of the transferor, permits the NuScale Corp Board to forbid transfers that create a material risk that NuScale LLC would be treated as a publicly traded partnership and imposes certain other restrictions on the transfer of NuScale LLC Class B Units. We believe that these provisions are appropriate in order to maintain the UP-C structure.

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Anti-Takeover Effects of the Proposed Organizational Documents and Certain Provisions of Delaware Law

The Proposed Organizational Documents will contain, and the DGCL contains, provisions that are intended to enhance the likelihood of continuity and stability in the composition of the Spring Valley Board. These provisions are intended to avoid costly takeover battles, reduce our vulnerability to a hostile change of control and enhance the ability of the Spring Valley Board to maximize shareholder value in connection with any unsolicited offer to acquire Spring Valley. However, these provisions may have an anti-takeover effect and may delay, deter or prevent a merger or acquisition of Spring Valley by means of a tender offer, a proxy contest or other takeover attempt that a shareholder might consider in its best interest, including those attempts that might result in a premium over the prevailing market price for the shares of common stock held by shareholders. See “Description of NuScale Corp’s Capital Stock — Anti-Takeover Effects of Provisions of Delaware Law and our Proposed Charter and Proposed Bylaws” for more information.

Vote Required for Approval

The approval of each of the Advisory Charter Proposal subproposals, each of which is a non-binding advisory vote, requires an ordinary resolution under the Cayman Islands Companies Act, being the affirmative vote of the holders of a majority of the Spring Valley ordinary shares who, being present and entitled to vote at the Special Meeting, vote at the Special Meeting. Abstentions and broker non-votes, while considered present for purposes of establishing quorum, will not count as a vote cast at the Special Meeting. As discussed above, the Advisory Charter Proposal subproposals are advisory votes and therefore are not binding on Spring Valley or the Spring Valley Board. Furthermore, the Merger is not conditioned on the separate approval of the Advisory Charter Proposal (separate and apart from approval of the Organizational Documents Proposal). Accordingly, regardless of the outcome of the non-binding advisory vote on the Advisory Charter Proposal, Spring Valley intends that the Proposed Charter will take effect upon the Closing (assuming approval of the Organizational Documents Proposal).

Resolutions

The full text of the resolutions to be proposed are as follows:

“RESOLVED, as an ordinary resolution, that, on a non-binding advisory basis, to increase the authorized share capital from 331,000,000 shares divided into 300,000,000 Class A ordinary shares, par value $0.0001 per share, 30,000,000 Class B ordinary shares, par value $0.0001 per share, and 1,000,000 preferred shares, par value $0.0001 per share, to authorized capital stock of 511,000,000 shares, consisting of (i) 332,000,000 shares of Class A common stock, par value $0.0001 per share, (ii) 178,000,000 shares of Class B common stock, par value $0.0001 per share and (iii) 1,000,000 shares of preferred stock.”

“RESOLVED, as an ordinary resolution, that, on a non-binding advisory basis, to provide that the Proposed Charter may be amended by the affirmative vote of holders of at least a majority of the total voting power of all the then outstanding shares of stock entitled to vote generally in the election of directors, voting together as a single class, except that, to the fullest extent permitted by law and subject to the terms of the Proposed Charter holders of shares of each class of common stock will have no voting power with respect to, and will not be entitled to vote on, any amendment to the Proposed Charter that relates solely to the terms of any outstanding preferred stock if the holders of such preferred stock are entitled to vote as a separate class thereon under the Proposed Charter or under the DGCL; and that amendments to the following provisions shall require the affirmative vote of the holders of sixty-six and two-thirds percent (66 and 2/3%) of the total voting power of the outstanding shares of capital stock entitled to vote generally in the election of Directors, voting together as a single class, at a meeting of the stockholders called for that purpose:

(a)   Section 5.2 of the Proposed Charter, which relates to the filling of vacancies on the NuScale Corp Board and newly-created directorships;

(b)   Section 5.3 of the Proposed Charter, which relates to the removal of directors;

(c)   Section 6.1 of the Proposed Charter, which relates to the requirements for an action by written consent;

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(d)   Section 6.2 of the Proposed Charter, which relates to meetings of stockholders;

(e)   Article VII of the Proposed Charter, which relates to the liability of directors;

(f)   Section 8.2 of the Proposed Charter, which relates to the amendment of bylaws;

(g)   Article IX of the Proposed Charter, which relates to the forum for adjudication of disputes; and

(f)   Article XI of the Proposed Charter, which expressly limits the applicability of the doctrine of corporate opportunity or any other analogous doctrine.”

“RESOLVED, as an ordinary resolution, that, on a non-binding advisory basis, to provide for (i) the election of directors by a plurality of the votes cast in respect of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors, (ii) the filling of newly-created directorships or any vacancy on the NuScale Corp Board by a majority vote of the remaining directors then in office, even if less than a quorum and (iii) the removal of directors only for cause and only upon the affirmative vote of the holders of a majority in voting power of all the then outstanding shares of stock entitled to vote generally in the election of directors, voting together as a single class.”

“RESOLVED, as an ordinary resolution, that, on a non-binding advisory basis, to provide that the Court of Chancery of the State of Delaware or, if such court does not have subject matter jurisdiction thereof, another state or federal court located within the State of Delaware, shall be the exclusive forum for certain actions and claims.”

“RESOLVED, as an ordinary resolution, that, on a non-binding advisory basis, to provide that each holder of record of NuScale Corp Class A Common Stock and NuScale Corp Class B Common Stock shall be entitled to one vote for each share of NuScale Corp Common Stock on all matters which stockholders generally are entitled to vote; provided, that such holders are not entitled to vote on any amendment to the Proposed Charter that relates solely to the terms of any outstanding preferred stock if the holders of such preferred stock are entitled to vote as a separate class thereon under the Proposed Charter or under the DGCL.”

“RESOLVED, as an ordinary resolution, that, on a non-binding advisory basis, to provide that (i) each holder of record of NuScale Corp Class A Common Stock shall be entitled to receive such dividends and other distributions on the NuScale Corp Class A Common Stock as may from time to time be declared by the NuScale Corp Board, subject to the rights, if any, of the holders of any outstanding series of preferred stock or any class or series of stock having a preference senior to or the right to participate with the NuScale Corp Class A Common Stock with respect to the payment of dividends; and (ii) each holder of record of NuScale Corp Class B Common Stock shall not be entitled to receive dividends and other distributions, other than their respective par values in connection with the dissolution, liquidation or winding up the affairs of the Corporation.”

“RESOLVED, as an ordinary resolution, that, on a non-binding advisory basis, to eliminate various provisions in the Existing Organizational Documents (as defined in the Proxy Statement/Prospectus) applicable only to blank check companies, including the provisions requiring that Spring Valley have net tangible assets of at least $5,000,001 immediately prior to, or upon such consummation of, a business combination.”

“RESOLVED, as an ordinary resolution, that, on a non-binding advisory basis that holders of NuScale Corp Class B Common Stock shall be restricted from transferring their shares of NuScale Corp Class B Common Stock unless such holder also transfers an equal number of NuScale LLC Class B Units in accordance with the A&R NuScale LLC Agreement.”

Recommendation of the Spring Valley Board of Directors

SPRING VALLEY’S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT ITS SHAREHOLDERS VOTE “FOR” EACH ADVISORY CHARTER PROPOSAL.

The existence of financial and personal interests of one or more of Spring Valley’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best

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interests of Spring Valley and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, Spring Valley’s directors and officers have interests in the Transactions that may conflict with your interests as a shareholder. See the section entitled “The Transactions — Interests of Spring Valley Directors and Executive Officers in the Transactions” for a further discussion of these considerations.

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PROPOSAL NO. 5 — THE NASDAQ PROPOSAL

Overview

As discussed in this Proxy Statement/Prospectus, if the Merger Agreement Proposal, the Domestication Proposal and the Organizational Documents Proposal are approved, then Spring Valley is asking its shareholders consider and vote upon a proposal to approve by ordinary resolution for the purposes of complying with the applicable provisions of the Nasdaq Stock Exchange Listing Rules (each, a “Nasdaq Listing Rule”) 5635(a), (b) and (d), the issuance of shares of NuScale Corp Class A Common Stock in connection with the Transactions and the PIPE Investment, to the extent such issuance would require a shareholder vote under Nasdaq Listing Rule 5635(a), (b) or (d).

Reasons for the Approval for Purposes of Nasdaq Listing Rule 5635

Under Nasdaq Listing Rule 5635(a)(1), shareholder approval is required prior to the issuance of common stock, or of securities convertible into or exercisable for common stock, in connection with the acquisition of another company if such securities are not issued in a public offering for cash and (i) the common stock has, or will have upon issuance, voting power equal to or in excess of 20% of the voting power outstanding before the issuance of such securities (or securities convertible into or exercisable for common stock); or (ii) the number of shares of common stock to be issued is or will be equal to or in excess of 20% of the number of shares of common stock outstanding before the issuance of the stock or securities. Additionally, under Nasdaq Listing Rule 5635(b), shareholder approval is required prior to the issuance of securities when the issuance or potential issuance will result in a change of control of the registrant. Under Nasdaq Listing Rule 5635(d), shareholder approval is required for a transaction other than a public offering, involving the sale, issuance or potential issuance by an issuer of common stock (or securities convertible into or exercisable for common stock) at a price that is less than the lesser of the official Nasdaq closing price immediately before signing of the binding agreement and the average official Nasdaq closing price for the five trading days immediately preceding the signing of the binding agreement of the stock if the number of shares of common stock to be issued is or may be equal to 20% or more of the common stock, or 20% or more of the voting power, outstanding before the issuance. If the Transactions are completed pursuant to the Merger Agreement, Spring Valley currently expects to issue an estimated 227,579,230 shares of NuScale Corp Common Stock (assuming that none of Spring Valley’s outstanding Public Shares are redeemed) in connection with the Transactions and the PIPE Investment. For further details, see “The Transactions — Conversion; Consideration to NuScale Equityholders in the Transactions” and “The Transactions — The Merger Agreement.”

Additionally, pursuant to Nasdaq Listing Rule 5635(a)(2), when a Nasdaq-listed company proposes to issue securities in connection with the acquisition of the stock or assets of another company, shareholder approval is required if any director, officer or substantial shareholder of such company has a 5% or greater interest, directly or indirectly, in such company or the assets to be acquired or in the consideration to be paid in the transaction or series of related transactions and the present or potential issuance of common stock (or securities convertible into or exercisable for common stock) could result in an increase in outstanding shares of common stock or voting power of 5% or more. Nasdaq Listing Rule 5635(e)(3) defines a substantial stockholder as the holder of an interest of 5% or more of either the number of shares of common stock or the voting power outstanding of a Nasdaq-listed company. Because the Sponsor currently beneficially owns greater than 5% of Spring Valley’s ordinary shares, the Sponsor is considered a substantial shareholder of Spring Valley under Nasdaq Listing Rule 5635(e)(3). In connection with the PIPE Investment, Pearl Energy Investment Management, LLC (“Pearl”) (which the Sponsor is an affiliate of, as described below in “Information About Spring Valley”) is expected to be issued 500,000 shares of NuScale Corp Class A Common Stock. Since William Quinn has voting and investment discretion with respect to the securities held by the Sponsor Sub and the Sponsor, the two entities may be deemed to be under common control, and therefore approval of such issuance may be required under Nasdaq Listing Rule 5635(e)(3).

In the event that this proposal is not approved by Spring Valley shareholders, the Merger cannot be consummated. In the event that this proposal is approved by Spring Valley shareholders, but the Merger Agreement is terminated (without the Merger being consummated) prior to the issuance of shares of NuScale Corp Common Stock pursuant to the Merger Agreement, NuScale Corp will not issue such shares of NuScale Corp Common Stock.

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Vote Required for Approval

The approval of the Nasdaq Proposal requires an ordinary resolution, being the affirmative vote of at least a majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the extraordinary general meeting, and otherwise will have no effect on the proposal.

The Nasdaq Proposal is conditioned on the approval and adoption of each of the other Condition Precedent Proposals.

Resolution

The full text of the resolution to be passed is as follows:

“RESOLVED, as an ordinary resolution, that for the purposes of complying with the applicable provisions of Nasdaq Listing Rule 5635, the issuance of shares of NuScale Corp Common Stock be approved.”

Recommendation of the Spring Valley Board of Directors

THE SPRING VALLEY BOARD UNANIMOUSLY RECOMMENDS THAT SPRING VALLEY SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE NASDAQ PROPOSAL.

The existence of financial and personal interests of one or more of Spring Valley’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of Spring Valley and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, Spring Valley’s directors and officers have interests in the Transactions that may conflict with your interests as a shareholder. See the section entitled “The Transactions — Interests of Spring Valley Directors and Executive Officers in the Transactions” for a further discussion of these considerations.

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PROPOSAL NO. 6 — THE DIRECTOR ELECTION PROPOSAL

Overview

The Spring Valley Board currently consists of five directors, each of whom shall hold office until the expiration of their respective terms of office and until their successors shall have been elected and qualified.

Each person nominated for election has agreed to serve, if elected, as Spring Valley’s directors until the next Spring Valley annual meeting and until their respective successors are duly elected or appointed and qualified, subject to his or her earlier resignation or removal or death. Spring Valley has no reason to believe that any nominee will be unable to serve.

At the Special Meeting, Spring Valley is proposing the appointment of eight (8) directors to take office immediately following the Closing and to constitute the members of the NuScale Corp Board upon consummation of the Transactions. The NuScale Corp Board will be of a single class, with each director to serve until his or her successor is duly elected and qualified or until his or her earlier death, disqualification, resignation or removal. The nominees for appointment to the NuScale Corp Board are listed below. Information regarding each nominee is set forth in the section titled “Management of NuScale Prior to and Following the Transactions.” The appointment of these directors is contingent upon the closing of the Transactions.

Following consummation of the Transactions, the election of directors to the NuScale Corp Board will be governed by its governing documents and the laws of the State of Delaware.

Because the Spring Valley Board is currently classified and the Spring Valley directors currently serving in the first class, second class and third class have terms that extend beyond the Special Meeting, all Spring Valley directors will tender their contingent resignations from their current terms immediately prior to the Closing, conditioned upon the closing of the Transactions.

Nominees for Directors

Name	Position
James T. Hackett	Director (Chairman)
John L. Hopkins	Director
Alan L. Boeckmann	Director
Alvin C. Collins, III	Director
Kent Kresa	Director
Christopher J. Panichi	Director
Kimberly O. Warnica	Director
Christopher Sorrells	Director

Spring Valley has determined that each of these director nominees possesses the requisite communication skills, personal integrity, business judgment, ability to make independent analytical inquiries, and willingness to devote adequate time and effort necessary to serve as an effective member of the Spring Valley Board. Other specific experiences, qualifications, attributes or skills of nominees that contributed to Spring Valley’s conclusion that the nominees should serve as directors are noted above.

Vote Required for Approval

If the other Condition Precedent Proposals are not approved, the Director Election Proposal will not be presented at the Special Meeting. The approval of the appointment of each director nominee pursuant to the Director Election Proposal requires an ordinary resolution, being the affirmative vote of at least a majority of the votes cast by the holders of the issued Spring Valley Class B ordinary shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the extraordinary general meeting, and otherwise will have no effect on the

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proposal. In case any of the nominees becomes unavailable for appointment to the NuScale Corp Board, an event that is not anticipated, the persons named as proxies, or their substitutes, will have full discretion and authority to vote or refrain from voting for any other candidate in accordance with their judgment.

The Sponsor Sub and Spring Valley’s current directors and officers have agreed to vote their Spring Valley Founder Shares and any Spring Valley Class A ordinary shares owned by them in favor of the Director Election Proposal. See “The Transactions — Related Agreements — Sponsor Letter Agreement” for more information.

Resolution

The full text of the resolution to be passed is as follows:

“RESOLVED, as an ordinary resolution of the holders of Spring Valley Class B ordinary shares, that the appointment of each of James T. Hackett, John L. Hopkins, Alan L. Boeckmann, Alvin C. Collins, III, Kent Kresa, Christopher J. Panichi, Kimberly O. Warnica and Christopher Sorrells to the Spring Valley Board be approved.”

Recommendation of the Spring Valley Board of Directors

THE SPRING VALLEY BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH OF THE NOMINEES FOR DIRECTORS: JAMES T. HACKETT, JOHN L. HOPKINS, ALAN L. BOECKMANN, ALVIN C. COLLINS, III, KENT KRESA, CHRISTOPHER J. PANICHI, KIMBERLY O. WARNICA AND CHRISTOPHER SORRELLS.

The existence of financial and personal interests of one or more of Spring Valley’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of Spring Valley and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, Spring Valley’s directors and officers have interests in the Transactions that may conflict with your interests as a shareholder. See the section entitled “The Transactions — Interests of Spring Valley Directors and Executive Officers in the Transactions” for a further discussion of these considerations.

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PROPOSAL NO. 7 — THE LONG-TERM INCENTIVE PLAN PROPOSAL

Overview

Spring Valley is asking its shareholders to approve by ordinary resolution and adopt the NuScale Power Corporation 2022 Long-Term Incentive Plan (the “Long-Term Incentive Plan”) and the material terms thereunder. The Spring Valley Board approved the Long-Term Incentive Plan on            , 2022, subject to shareholder approval at the Shareholders Meeting. The Long-Term Incentive Plan will become effective upon approval by the Spring Valley shareholders and consummation of the Transactions. If the Long-Term Incentive Plan is not approved by the shareholders, it will not become effective and no awards will be granted thereunder.

The Long-Term Incentive Plan is described in more detail below. A copy of the Long-Term Incentive Plan is attached to this Proxy Statement/Prospectus as Annex E and incorporated by reference herein in its entirety.

The Long-Term Incentive Plan

The purpose of the Long-Term Incentive Plan is to enhance our ability to attract, retain and motivate persons who make (or are expected to make) important contributions to NuScale Corp by providing these individuals with equity ownership opportunities and/or equity-linked compensatory opportunities. Equity awards and equity-linked compensatory opportunities are intended to motivate high levels of performance and align the interests of directors, employees and consultants with those of shareholders by giving directors, employees and consultants the perspective of an owner with an equity stake in our company and providing a means of recognizing their contributions to our success. The Spring Valley Board believes that equity awards are necessary for NuScale Corp to remain competitive in its industry and are essential to recruiting and retaining the highly qualified employees who help us meet our goals.

Approval of the Long-Term Incentive Plan by our shareholders is required, among other things, to comply with stock exchange rules requiring shareholder approval of equity compensation plans. If the Long-Term Incentive Plan Proposal is approved by our shareholders, it will become effective as of the date of the closing of the Transactions. If our shareholders do not approve this proposal, the Long-Term Incentive Plan will not become effective.

Summary of the Long-Term Incentive Plan

This section summarizes certain material features of the Long-Term Incentive Plan. The summary is qualified in its entirety by reference to the complete text of the Long-Term Incentive Plan.

Eligibility and Participation

The Administrator (as defined below) selects the individuals who will participate in the Long-Term Incentive Plan. Eligibility to participate is open to officers, directors and employees of, and other individuals who provide bona fide services to or for, us or any of our subsidiaries. Following the Closing, NuScale Corp is expected to have approximately 440 employees and up to four non-employee directors who will be eligible to receive awards under the Long-Term Incentive Plan.

Administration

The Compensation Committee of the NuScale Corp Board will be the administrator of the Long-Term Incentive Plan (the “Administrator”). Except as provided otherwise under the Long-Term Incentive Plan, the Administrator has plenary authority to grant awards pursuant to the terms of the Long-Term Incentive Plan to eligible individuals, determine the types of awards and the number of shares covered by the awards, establish the terms and conditions for awards and take all other actions necessary or desirable to carry out the purpose and intent of the Long-Term Incentive Plan.

The Administrator may delegate to the officers and employees of NuScale Corp limited authority to perform administrative actions under the Long-Term Incentive Plan to assist in its administration to the extent permitted by applicable law and stock exchange rules.

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Shares Available Under the Long-Term Incentive Plan

The shares of NuScale Corp Class A Common Stock issuable pursuant to awards under the Long-Term Incentive Plan will be shares authorized for issuance under its Certificate of Incorporation. When the Long-Term Incentive Plan first becomes effective, the number of shares of NuScale Corp Class A Common Stock issuable pursuant to awards granted under the Long-Term Incentive Plan (the “Share Pool”) will be equal to 8% of the shares of NuScale Corp Common Stock outstanding as of the Closing. The Share Pool will increase automatically on January 1, 2023 by the number of shares of NuScale Corp Class A Common Stock equal to 4% of the total number of outstanding shares of NuScale Corp Common Stock as of December 31, 2022, or by a lesser a number as may be determined by the NuScale Corp Board.

Additional Adjustments to Share Pool.   Following the effective date of the Long-Term Incentive Plan, the Share Pool will be adjusted as follows:

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The Share Pool will be reduced, on the date of grant, by one share for each share of NuScale Corp Class A Common Stock made subject to an award granted under the Long-Term Incentive Plan;

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The Share Pool will be increased, on the relevant date, by the number of unissued shares of NuScale Corp Class A Common Stock underlying or used as a reference measure for any award or portion of an award granted under the Long-Term Incentive Plan that is cancelled, forfeited, expired, terminated unearned or settled in cash, in any such case without the issuance of shares and by the number of shares of NuScale Corp Class A Common Stock used as a reference for any award that are not issued upon settlement of such award either due to a net settlement or otherwise;

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The Share Pool will be increased, on the forfeiture date, by the number of shares of NuScale Corp Class A Common Stock that are forfeited back to NuScale Corp after issuance due to a failure to meet an award contingency or condition with respect to any award or portion of an award granted under the Long-Term Incentive Plan;

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The Share Pool will be increased, on the exercise date, by the number of shares of NuScale Corp Class A Common Stock withheld by or surrendered (either actually or through attestation) to NuScale Corp in payment of the exercise price of any award granted under the Long-Term Incentive Plan; and

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The Share Pool will be increased, on the relevant date, by the number of NuScale Corp Class A Common Stock withheld by or surrendered (either actually or through attestation) to NuScale Corp in payment of the tax withholding obligation that arises in connection with any award granted under the Long-Term Incentive Plan.

In the event of a merger, consolidation, stock rights offering, statutory share exchange or similar event affecting NuScale Corp or a stock dividend, stock split, reverse stock split, separation, spinoff, reorganization, extraordinary dividend of cash or other property, share combination or subdivision, or recapitalization or similar event affecting the capital structure of NuScale Corp, the NuScale Corp Board will adjust the Share Pool proportionately to reflect the transaction or event. Similar adjustments will be made to the award limitations described below and to the terms of outstanding awards.

Types of Awards

The Long-Term Incentive Plan enables the grant of NuScale Corp stock awards, performance shares, performance units, other stock-based awards, stock options, stock appreciation rights, and stock unit awards, each of which may be granted separately or in tandem with other awards.

Restricted Stock Awards.   Awards of restricted stock are actual shares of NuScale Corp Class A Common Stock that are issued to a participant, but that are subject to forfeiture if the participant does not remain employed by us for a certain period of time and/or if certain performance goals are not met. Except for these restrictions and any others imposed by the Administrator, the participant will generally have all of the rights of a stockholder with respect to the restricted stock, including the right to vote the restricted stock, but will not be permitted to sell, assign, transfer, pledge or otherwise encumber shares of restricted stock before the risk of forfeiture lapses.

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Dividends declared payable on shares of restricted stock that are granted subject to risk of forfeiture conditioned solely on continued service over a period of time either as soon as practicable following the dividend payment date or may be deferred for payment to such later date as determined by the administrator, and may be paid in cash or as unrestricted shares of NuScale Corp Class A Common Stock or may be reinvested in additional shares of restricted stock. Dividends declared payable on shares of restricted stock that are granted subject to risk of forfeiture conditioned on satisfaction of performance goals will be held by us and made subject to forfeiture at least until the applicable performance goal related and/or vesting to such shares of restricted stock has been satisfied.

Restricted Stock Units.   An award of restricted stock units represents a contractual obligation of NuScale Corp to deliver a number of shares of NuScale Corp Class A Common Stock, an amount in cash equal to the fair market value of the specified number of shares subject to the award, or a combination of shares and cash. Until shares of NuScale Corp Class A Common Stock are issued to the participant in settlement of stock units, the participant will not have any rights of a stockholder of NuScale Corp with respect to the stock units or the shares issuable thereunder. Vesting of restricted stock units may be subject to performance goals, the continued service of the participant or both. The Administrator may provide that dividend equivalents will be paid or credited with respect to restricted stock units, but such dividend equivalents will be held by us and made subject to forfeiture at least until any applicable performance goal related or other service-based restriction to such restricted stock units has been satisfied.

Performance Shares and Performance Units.   An award of performance shares, as that term is used in the Long-Term Incentive Plan, refers to shares of NuScale Corp Class A Common Stock or stock units that are expressed in terms of NuScale Corp Class A Common Stock, the issuance, vesting, lapse of restrictions or payment of which is contingent on performance as measured against predetermined objectives over a specified performance period. An award of performance units, as that term is used in the Long-Term Incentive Plan, refers to dollar-denominated units valued by reference to designated criteria established by the Administrator, other than NuScale Corp Class A Common Stock, whose issuance, vesting, lapse of restrictions or payment is contingent on performance as measured against predetermined objectives over a specified performance period. The applicable award agreement will specify whether performance shares and performance units will be settled or paid in cash or shares of NuScale Corp Class A Common Stock or a combination of both, or will reserve to the Administrator or the participant the right to make that determination prior to or at the payment or settlement date.

The Administrator will, prior to or at the time of grant, condition the grant, vesting or payment of, or lapse of restrictions on, an award of performance shares or performance units upon (A) the attainment of performance goals during a performance period or (B) the attainment of performance goals and the continued service of the participant. The length of the performance period, the performance goals to be achieved during the performance period, and the measure of whether and to what degree such performance goals have been attained will be conclusively determined by the Administrator in the exercise of its absolute discretion. Performance goals may include minimum, maximum and target levels of performance, with the size of the award or payout of performance shares or performance units or the vesting or lapse of restrictions with respect thereto based on the level attained. An award of performance shares or performance units will be settled as and when the award vests or at a later time specified in the award agreement or in accordance with an election of the participant, if the Administrator so permits, that meets the requirements of Section 409A of the Code.

Performance goals applicable to performance-based awards are based on performance metrics selected by the Administrator. For this purpose, performance metrics mean criteria established by the Administrator relating to any of the following, as it may apply to individual, one or more business units, divisions, or affiliates, or on a company-wide basis, and in absolute terms, relative to a base period, or relative to the performance of one or more comparable companies, peer groups, or an index covering multiple companies:

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Earnings or Profitability Metrics:   any derivative of investment advisory revenue; mutual fund servicing revenue; earnings/loss (gross, operating, net, or adjusted); earnings/loss before interest and taxes; earnings/loss before interest, taxes, depreciation and amortization (“EBITDA”); profit margins; operating margins; combined ratio; expense levels or ratios; provided that any of the foregoing

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metrics may be adjusted to eliminate the effect of any one or more of the following: interest expense, asset impairments or investment losses, early extinguishment of debt or stock-based compensation expense;

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Return Metrics:   any derivative of return on investment, assets, equity or capital (total or invested);

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Investment Metrics:   relative risk-adjusted investment performance; investment performance of assets under management;

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Cash Flow Metrics:   any derivative of operating cash flow; cash flow sufficient to achieve financial ratios or a specified cash balance; free cash flow; cash flow return on capital; net cash provided by operating activities; cash flow per share; working capital;

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Liquidity Metrics:   any derivative of debt leverage (including debt to capital, net debt-to-capital, debt-to-EBITDA or other liquidity ratios);

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Stock Price and Equity Metrics:   any derivative of return on stockholders’ equity; total stockholder return; stock price; stock price appreciation; market capitalization; earnings/loss per share (basic or diluted) (before or after taxes); and/or

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Strategic Metrics:   regulatory achievements or compliance; implementation, completion or attainment of objectives relating to research, development, regulatory, commercial, or strategic milestones or developments; acquisition of new customers, including institutional accounts; market share; economic value or economic value added models; division, group or corporate financial goals; customer satisfaction/growth; customer service; employee satisfaction; recruitment and maintenance of personnel; human resources management; supervision of litigation and other legal matters; strategic partnerships and transactions; completion of an identified special project.

Stock Options and Stock Appreciation Rights.   Stock options represent a right to purchase a specified number of shares of NuScale Corp Class A Common Stock from us at a specified price during a specified period of time. Stock options may be granted in the form of incentive stock options (“ISOs”), which are intended to qualify for favorable treatment for the recipient under U.S. federal tax law, or as nonqualified stock options (“NSOs”), which do not qualify for this favorable tax treatment. Only employees of NuScale Corp or its subsidiaries that are corporations may receive tax-qualified incentive stock options within the U.S. The Administrator may establish sub-plans under the Long-Term Incentive Plan through which to grant stock options that qualify for preferred tax treatment for recipients in jurisdictions outside the U.S. Stock appreciation rights represent the right to receive an amount in cash, shares of NuScale Corp Class A Common Stock or both equal to the fair market value of the shares subject to the award on the date of exercise minus the exercise price of the award. All stock options and stock appreciation rights must have a term of no longer than ten years’ duration. Stock options and stock appreciation rights generally must have an exercise price equal to or above the fair market value of our shares of NuScale Corp Class A Common Stock on the date of grant except as provided under applicable law or with respect to stock options and stock appreciation rights that are granted in substitution of similar types of awards of a company acquired by us or an affiliate or with which we or our affiliate combine (whether in connection with a corporate transaction, such as a merger, combination, consolidation or acquisition of property or stock, or otherwise) to preserve the intrinsic value of such awards. Although the Long-Term Incentive Plan allows for awards of stock options and stock appreciation rights, NuScale Corp has no near-term plans to issue such awards.

Other Stock-Based Awards.   The Administrator may from time to time grant to eligible individuals awards in the form of NuScale Corp Class A Common Stock or any other award that is valued in whole or in part by reference to, or is otherwise based upon, shares of NuScale Corp Class A Common Stock, including without limitation dividend equivalents and convertible debentures (“Other Stock-Based Awards”). Other Stock-Based Awards in the form of dividend equivalents may be (A) awarded on a free-standing basis or in connection with another award other than a stock option or stock appreciation right, (B) paid currently or credited to an account for the participant, including the reinvestment of such credited amounts in NuScale Corp Class A Common Stock equivalents, to be paid on a deferred basis, and (C) settled in cash or NuScale Corp Class A Common Stock as determined by the Administrator; provided, however, that dividend equivalents payable on Other Stock-Based Awards that are granted as a performance award or restricted award will, rather than be paid on a current basis, be accrued and made subject to forfeiture at least until achievement of the applicable performance goal related to such Other Stock-Based Awards has been satisfied,

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as applicable. Any such settlements, and any such crediting of dividend equivalents, may be subject to such conditions, restrictions and contingencies as the Administrator may establish.

Prohibition on Reload Options.   The Administrator is prohibited from granting stock options under the Long-Term Incentive Plan that contain a reload or replenishment feature. A reload or replenishment feature means that if an option holder delivers shares of NuScale Corp Class A Common Stock to us in payment of the exercise price or any tax withholding obligation upon exercise of an outstanding stock option, we automatically grant to that option holder a new at-the-market option for the number of shares that he or she delivered.

Prohibition on Repricing.   Except in connection with a corporate transaction involving NuScale Corp (including, without limitation, any stock dividend, stock split, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination, or exchange of shares), the terms of stock options and stock appreciation rights granted under the Long-Term Incentive Plan may not be amended, after the date of grant, to reduce the exercise price of such stock options or stock appreciation rights, nor may outstanding stock options or stock appreciation rights be canceled in exchange for (i) cash, (ii) stock options or stock appreciation rights with an exercise price that is less than the exercise price or base price of the original outstanding stock options or stock appreciation rights, or (iii) other awards, unless such action is approved by the NuScale Corp’s shareholders.

Award Limitations

The following limitations on awards are imposed under the Long-Term Incentive Plan:

ISO Award Limits.   The maximum number of shares of NuScale Corp Class A Common Stock that may be issued in connection with awards granted under the Long-Term Incentive Plan that are intended to qualify as incentive stock options under Section 422 of the Code is equal to the Share Pool as of the effective date of the Long-Term Incentive Plan. The aggregate fair market value, determined at the time of grant, of NuScale Corp Class A Common Stock with respect to ISOs that are exercisable for the first time by an award holder during any calendar year under all of our stock plans may not exceed $100,000. Options or portions thereof that exceed such limit will generally be treated as NSOs. No ISO may be granted to any person who, at the time of the grant, owns or is deemed to own stock possessing more than 10% of our total combined voting power or that of NuScale Corp or any of our parent or subsidiary corporations unless (1) the option exercise price is at least 110% of the fair market value of the stock subject to the option on the date of grant and (2) the term of the ISO does not exceed five years from the date of grant.

Annual Limit on Non-Employee Director Compensation.   In each calendar year during any part of which the Long-Term Incentive Plan is in effect, a director or member of the NuScale Corp Board who is not an employee of NuScale Corp (each, a “Non-Employee Director”) may not receive awards for such individual’s service on the NuScale Corp Board that, taken together with any cash fees paid to such Non-Employee Director during such calendar year for such individual’s service on the NuScale Corp Board, have a value in excess of $400,000 (calculating the value of any such awards based on the grant date fair market value of such awards for financial reporting purposes); provided, that for any calendar year in which a Non-Employee Director (i) first commences service on the NuScale Corp Board, (ii) serves on a special committee of the NuScale Corp Board, or (iii) serves as lead director or non-executive chair of the NuScale Corp Board, additional compensation may be provided to such Non-Employee Director in excess of such limit but not in excess of $800,000; provided, further, that this limitation will be applied without regard to awards or other compensation, if any, provided to a Non-Employee Director during any period in which such individual was an employee of NuScale Corp or any of its affiliates or was otherwise providing services to NuScale Corp or any of its affiliates other than in the capacity as a Non-Employee Director.

Adjustments to Awards for Corporate Transactions and Other Events

Mandatory Adjustments.   In the event of a merger, consolidation, stock rights offering, statutory share exchange or similar event affecting us (a “Corporate Event”) or a stock dividend, stock split, reverse stock split, separation, spinoff, reorganization, extraordinary dividend of cash or other property, share combination or subdivision, or recapitalization or similar event affecting the capital structure of NuScale Corp that

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occurs at any time after the adoption of the Long-Term Incentive Plan by the NuScale Corp Board, the Administrator will make such equitable and appropriate substitutions or proportionate adjustments to:

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the aggregate number and kind of shares of NuScale Corp Class A Common Stock or other securities on which awards under the Long-Term Incentive Plan may be granted to eligible individuals;

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the maximum number of shares of NuScale Corp Class A Common Stock or other securities with respect to which awards may be granted during any one calendar year to any individual;

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the maximum number of shares of NuScale Corp Class A Common Stock or other securities that may be issued with respect to incentive stock options granted under the Long-Term Incentive Plan;

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the number of shares of NuScale Corp Class A Common Stock or other securities covered by each outstanding award and the exercise price, base price or other price per share, if any, and other relevant terms of each outstanding award; and

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all other numerical limitations relating to awards, whether contained in the Long-Term Incentive Plan or in award agreements.

Discretionary Adjustments.   In addition to the adjustments specified above, in the case of Corporate Events, the Administrator may make such other adjustments to outstanding awards as it determines to be appropriate and desirable, which adjustments may include, without limitation, (i) the cancellation of outstanding awards in exchange for payments of cash, securities or other property or a combination thereof having an aggregate value equal to the value of such awards, as determined by the Administrator in its sole discretion, (ii) the substitution of securities or other property (including, without limitation, cash or other securities of NuScale Corp and securities of entities other than NuScale Corp) for the shares of NuScale Corp Class A Common Stock subject to outstanding awards, and (iii) the substitution of equivalent awards, as determined in the sole discretion of the Administrator, of the surviving or successor entity or a parent thereof. The Administrator may, in its discretion, adjust the performance goals applicable to any awards to reflect any unusual or non-recurring events and other extraordinary items, impact of charges for restructurings, discontinued operations and the cumulative effects of accounting or tax changes.

Treatment of Awards upon Dissolution or Liquidation or a Change in Control

Dissolution or Liquidation.   Unless the Administrator determines otherwise, all awards outstanding under the Long-Term Incentive Plan will terminate upon the dissolution or liquidation of NuScale Corp.

Change in Control.   Outstanding Awards will terminate upon the effective time of a “Change in Control” unless provision is made in connection with the transaction for the continuation or assumption of such awards by, or for the issuance therefor of substitute awards of, the surviving or successor entity or a parent thereof. Solely with respect to awards that will terminate as a result of the immediately preceding sentence and except as otherwise provided in the applicable award agreement: (i) the outstanding awards of stock options and stock appreciation rights that will terminate upon the effective time of the change in control will, immediately before the effective time of the change in control, become fully exercisable and the holders of such Awards will be permitted, immediately before the change in control, to exercise the Awards; (ii) the outstanding shares of restricted stock the vesting or restrictions on which are then solely time-based and not subject to achievement of performance goals will, immediately before the effective time of the change in control, become fully vested, free of all transfer and lapse restrictions and free of all risks of forfeiture; (iii) the outstanding shares of restricted stock the vesting or restrictions on which are then subject to and pending achievement of performance goals will, immediately before the effective time of the change in control and unless the award agreement provides for vesting or lapsing of restrictions in a greater amount upon the occurrence of a change in control, become vested, free of transfer and lapse restrictions and risks of forfeiture in such amounts as if the applicable performance goals for the unexpired performance period had been achieved at the target level set forth in the applicable award agreement; (iv) the outstanding restricted stock units, performance shares and performance units the vesting, earning or settlement of which is then solely time-based and not subject to or pending achievement of performance goals will, immediately before the effective time of the change in control, become fully earned and vested and will be settled in cash or shares of NuScale Corp Class A Common Stock (consistent with the terms of the award agreement after taking into account the effect of the change in control transaction on the shares) as promptly as is

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practicable, subject to any applicable limitations imposed thereon by Section 409A of the Code; and (v) the outstanding restricted stock units, performance shares and performance units the vesting, earning or settlement of which is then subject to and pending achievement of performance goals will, immediately before the effective time of the change in control and unless the award agreement provides for vesting, earning or settlement in a greater amount upon the occurrence of a change in control, become vested and earned in such amounts as if the applicable performance goals for the unexpired performance period had been achieved at the target level set forth in the applicable award agreement and will be settled in cash or shares of NuScale Corp Class A Common Stock (consistent with the terms of the award agreement after taking into account the effect of the change in control transaction on the shares) as promptly as is practicable, subject to any applicable limitations imposed thereon by Section 409A of the Code.

Under the terms of the Long-Term Incentive Plan, a change in control is generally defined as (i) any acquisition by a person or entity of more than 50% of the total voting power of NuScale Corp’s capital stock, with certain exceptions, (ii) a contested change in the majority of the members of the NuScale Corp Board within a 12-month period or (iii) acquisition by a person or entity over a 12-month period of assets from NuScale Corp that have a total gross fair market value equal to or more than 50% of the total gross fair market value of all of NuScale Corp immediately prior to such acquisitions.

Amendment and Termination

The NuScale Corp Board may terminate, amend, suspend or modify the Long-Term Incentive Plan or any portion of it at any time, provided that such action does not materially impair the existing rights of any participant without such participant’s written consent and subject to such restrictions on amendments and modifications as may apply under applicable laws or listing rules. No such amendment may be made without the approval of the stockholders, however, to the extent such amendment would (i) materially increase the benefits accruing to participants under the Long-Term Incentive Plan, (ii) materially increase the number of shares of NuScale Corp Class A Common Stock which may be issued under the Long-Term Incentive Plan or to a participant, (iii) materially expand the eligibility for participation in the Long-Term Incentive Plan, (iv) eliminate or modify the prohibition on repricing of stock options and stock appreciation rights, (v) lengthen the maximum term or lower the minimum exercise price or base price permitted for stock options and stock appreciation rights, or (vi) modify the limitation on the issuance of reload or replenishment options.

The Long-Term Incentive Plan is scheduled to expire ten years after its adoption by the NuScale Corp Board.

Compliance with Listing Rules

While shares are listed for trading on any stock exchange or market, the NuScale Corp Board will agree that it will not make any amendments, issue any awards or take any action under the Long-Term Incentive Plan unless such action complies with the relevant listing rules.

Material U.S. Federal Income Tax Consequences of the Long-Term Incentive Plan

The following discussion is intended only as a general summary of certain material U.S. federal income tax consequences of awards issued under the Long-Term Incentive Plan, based upon the provisions of the Code, the regulations thereunder, and other applicable authorities as of the date of this Proxy Statement/​Prospectus, for the purposes of stockholders considering how to vote on this proposal. It is not intended as tax guidance to participants in the Long-Term Incentive Plan and is not intended to address all considerations that may be applicable to a participant or to NuScale Corp or NuScale LLC. This summary does not take into account certain circumstances that may change the income tax treatment of awards for individual participants, and it does not describe the state income tax consequences of any award or the taxation of awards in jurisdictions outside of the U.S.

Stock Options and Stock Appreciation Rights.   The grant of a stock option or stock appreciation right generally has no income tax consequences for a participant or NuScale Corp. Likewise, the exercise of an incentive stock option generally does not have income tax consequences for a participant or NuScale Corp, except that it may result in an item of adjustment for alternative minimum tax purposes for the participant. A

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participant generally recognizes ordinary income upon the exercise of a nonqualified stock option or stock appreciation right equal to the fair market value of the shares or cash payable (without regard to income or employment tax withholding) minus the exercise price, if applicable. NuScale LLC should generally be entitled to a deduction for federal income tax purposes equal to the amount of ordinary income recognized by the participant as a result of the exercise of a nonqualified stock option or stock appreciation right. The benefit of that deduction should flow through to the members of NuScale LLC, including to NuScale Corp.

If a participant who is an employee of NuScale Corp holds shares acquired under an incentive stock option for the time specified in the Code (at least two years measured from the grant date and one year measured from the exercise date), any gain or loss arising from a subsequent disposition of the shares will be taxed as long-term capital gain or loss. If the shares are disposed of before the holding period is satisfied, the participant will recognize ordinary income equal to the lesser of (1) the amount realized upon the disposition and (2) the fair market value of such shares on the date of exercise minus the exercise price paid for the shares. NuScale Corp generally would be entitled to a deduction equal to the amount of any ordinary income recognized by the participant on a disqualifying disposition of the shares. Any disposition of shares acquired under a nonqualified stock option or a stock appreciation right generally will result in capital gain or loss for the participant, which may be short- or long-term, depending upon the holding period for the shares.

Full Value Awards.   Any cash and the fair market value of any shares of NuScale Corp Class A Common Stock received by a participant under a full value award are generally includible in the participant’s ordinary income. In the case of restricted stock awards, this amount is includible in the participant’s income when the awards vest, unless the participant has filed an election with the IRS to include the fair market value of the restricted shares in income as of the date the award was granted. In the case of restricted stock units, performance shares and performance units, generally the value of any cash and the fair market value of any shares of NuScale Corp Class A Common Stock received by a participant are includible in income when the awards are received.

Deductibility of Compensation.   NuScale Corp or NuScale LLC generally will be entitled to a deduction equal to the amount included in the ordinary income of participants and will not receive a deduction for amounts that are taxable to participants as capital gain.

In order for the amounts described above to be deductible by NuScale Corp or NuScale LLC, such amounts must constitute reasonable compensation for services rendered or to be rendered and must be ordinary and necessary business expenses. The availability of a deduction for compensation under the Long-Term Incentive Plan could be subject to other limitations imposed by the Code, including limitations imposed by Sections 162(m) and 280G of the Code.

New Plan Benefits

No awards have been previously granted under the Long-Term Incentive Plan. The awards that are to be granted to any participant or group of participants are indeterminable at the date of this Proxy Statement/​Prospectus because participation and the types of awards that may be granted under the Long-Term Incentive Plan are subject to the discretion of the Administrator. Consequently, no new plan benefits table is included in this Proxy Statement/Prospectus.

Vote Required for Approval

The approval of the Long-Term Incentive Plan Proposal requires an ordinary resolution under the Cayman Islands Companies Act, being the affirmative vote of a majority of the Spring Valley ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at the Shareholders Meeting. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the Shareholders Meeting.

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Resolution

The full text of the resolution to be passed is as follows:

“RESOLVED, as an ordinary resolution, that Spring Valley’s adoption of the NuScale Power Corporation 2022 Long-Term Incentive Plan and any form award agreements thereunder, be approved, ratified and confirmed in all respects.”

Recommendation of the Spring Valley Board

THE SPRING VALLEY BOARD UNANIMOUSLY RECOMMENDS THAT THE SPRING VALLEY SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE LONG-TERM INCENTIVE PLAN PROPOSAL.

The existence of financial and personal interests of one or more of Spring Valley’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of Spring Valley and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, Spring Valley’s officers have interests in the Transactions that may conflict with your interests as a shareholder. See the section entitled “The Transactions — Interests of Spring Valley Directors and Executive Officers in the Transactions” in the accompanying Proxy Statement/Prospectus for a further discussion of these considerations.

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PROPOSAL NO. 8 — THE ADJOURNMENT PROPOSAL

Overview

The Adjournment Proposal, if adopted, will allow the Spring Valley Board to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation of proxies if, based upon the tabulated vote at the time of the Special Meeting, there are not sufficient votes to approve the Merger Agreement Proposal, the Organizational Documents Proposal or the Long-Term Incentive Plan Proposal. In no event will the Spring Valley Board adjourn the Special Meeting or consummate the Merger beyond the date by which it may properly do so under our Existing Organizational Documents and Cayman Islands law.

Consequences if the Adjournment Proposal is Not Approved

If the Adjournment Proposal is not approved by Spring Valley’s shareholders, the Spring Valley Board may not be able to adjourn the Special Meeting to a later date in the event that there are insufficient votes for the approval of the Merger Agreement Proposal, the Domestication Proposal, the Organizational Documents Proposal, the Nasdaq Proposal, the Director Election Proposal or the Long-Term Incentive Plan Proposal. If we do not consummate the Merger and fail to complete an initial business combination by May 27, 2022, (or November 27, 2022 if extended at the Sponsor’s option, subject to the requirements of law), we will be required to dissolve and liquidate our Trust Account by returning the then remaining funds in such account to the Public Shareholders.

Resolution to be Voted Upon

The full text of the resolution to be proposed is as follows:

“RESOLVED, as an ordinary resolution, that the adjournment of the general meeting to a later date or dates to be determined by the chairman of the general meeting, if necessary, to permit further solicitation and vote of proxies be confirmed, ratified and approved in all respects.”

Vote Required for Approval

The approval of the Adjournment Proposal requires an ordinary resolution under the Cayman Islands Companies Act, being the majority of the votes cast by the Spring Valley’s shareholders present in person or represented by proxy at the Special Meeting.

Failure to submit a proxy or to vote in person at the Special Meeting, an abstention from voting or a broker non-vote will have no effect on the Adjournment Proposal.

The Merger is not conditioned upon the approval of the Adjournment Proposal.

Recommendation of the Spring Valley Board of Directors

SPRING VALLEY’S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT ITS SHAREHOLDERS VOTE “FOR” THE ADJOURNMENT PROPOSAL.

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MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

The following is a discussion of material United States federal income tax considerations applicable to holders of Spring Valley Class A ordinary shares or Spring Valley Public Warrants as a consequence of (i) the Domestication, (ii) the exercise of redemption rights, and (iii) after the Domestication, the ownership and disposition of NuScale Corp Class A Common Stock and warrants to acquire NuScale Corp Class A Common Stock (“NuScale Corp Warrants”). With respect to the ownership and disposition of NuScale Corp Class A Common Stock and NuScale Corp Warrants, this discussion is limited to (x) NuScale Corp Class A Common Stock received in connection with the Domestication or as a result of exercising NuScale Corp Warrants received in connection with the Domestication and (y) NuScale Corp Warrants received in connection with the Domestication. This discussion only applies to investors that hold their Spring Valley Class A ordinary shares or Spring Valley Public Warrants, and that will hold their NuScale Corp Class A Common Stock or NuScale Corp Warrants, as capital assets for U.S. federal income tax purposes (generally, property held for investment). This discussion does not discuss all aspects of U.S. federal income taxation that may be relevant to particular investors in light of their particular circumstances or status including:

•

the Sponsor and its affiliates;

•

holders of Spring Valley Class B ordinary shares or Spring Valley Private Placement Warrants;

•

PIPE Investors;

•

investors that directly or indirectly hold equity interests in NuScale LLC prior to the Transactions, including any holders of Spring Valley Class A ordinary shares or Spring Valley Public Warrants that also hold, directly or indirectly, equity interests in NuScale LLC;

•

banks, financial institutions or financial services entities;

•

broker-dealers;

•

S corporations;

•

taxpayers that are subject to the mark-to-market accounting rules;

•

tax-exempt entities;

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governments or agencies or instrumentalities thereof;

•

tax-qualified retirement plans;

•

insurance companies;

•

regulated investment companies or real estate investment trusts;

•

expatriates or former long-term residents of the United States;

•

persons that actually or constructively own five percent or more of our voting shares or five percent or more of the total value of all classes of our shares (except as specifically addressed below);

•

persons that acquired our securities pursuant to an exercise of employee share options, in connection with employee share incentive plans, or otherwise as compensation;

•

persons that hold our securities as part of a straddle, constructive sale, hedging, conversion or other integrated or similar transaction;

•

persons subject to the alternative minimum tax;

•

persons whose functional currency is not the U.S. dollar;

•

controlled foreign corporations;

•

accrual method taxpayers that file applicable financial statements as described in Section 451(b) of the Code; or

•

PFICs.

This discussion is based on U.S. federal income tax law as in effect on the date hereof. Such law is subject to change, possibly on a retroactive basis, which may affect the U.S. federal income tax consequences

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described herein. There can be no assurance that future legislation, regulations, administrative rulings, or court decisions will not adversely affect the accuracy of the statements in this discussion. Spring Valley has not sought, and neither Spring Valley nor NuScale Corp intends to seek, a ruling from the IRS as to any U.S. federal income tax consideration described herein. The IRS may disagree with the discussion herein, and its determination may be upheld by a court. Furthermore, this discussion does not address any U.S. federal non-income tax laws, such as gift, estate, or Medicare contribution tax laws, or U.S. state or local or non-U.S. tax laws.

This discussion does not consider the U.S. federal income tax treatment of partnerships, entities treated as partnerships for U.S. federal income tax purposes, or other pass-through entities or persons that hold our securities or NuScale Corp securities through such entities. If a partnership is a beneficial owner of Spring Valley Class A ordinary shares, Spring Valley Public Warrants, NuScale Corp Class A Common Stock, or NuScale Corp Warrants, the U.S. federal income tax treatment of a partner in such partnership generally will depend on the status of such partner and the activities of such partner and such partnership. If you are a partner in a partnership that holds Spring Valley Class A ordinary shares or Spring Valley Public Warrants, or that will hold NuScale Corp Class A Common Stock or NuScale Corp Warrants, we urge you to consult your tax advisor.

THE FOLLOWING IS FOR INFORMATIONAL PURPOSES ONLY. EACH HOLDER SHOULD CONSULT ITS TAX ADVISOR WITH RESPECT TO THE PARTICULAR TAX CONSEQUENCES TO SUCH HOLDER OF THE EXERCISE OF REDEMPTION RIGHTS, THE DOMESTICATION, AND THE OWNERSHIP AND DISPOSITION OF SHARES OF NUSCALE CORP CLASS A COMMON STOCK AND NUSCALE CORP WARRANTS, INCLUDING THE EFFECTS OF U.S. FEDERAL, STATE, AND LOCAL AND NON-U.S. TAX LAWS.

For purposes of this discussion, because a unit that consists of one Spring Valley Class A ordinary share and one-half of one Spring Valley Public Warrant, with one whole Spring Valley Public Warrant representing the right to acquire one Spring Valley Class A ordinary share, is separable at the option of the holder of such unit, Spring Valley is treating any Spring Valley Class A ordinary share and one-half of one Spring Valley Public Warrant held in the form of a single unit as separate instruments and is assuming that such unit will not be treated as an integrated instrument. Accordingly, the cancellation or separation of such units in connection with the consummation of the Domestication or the exercise of redemption rights should not be a taxable event for U.S. federal income tax purposes. This position is not free from doubt, and no assurance can be given that the IRS would not assert, or that a court would not sustain, a contrary position.

U.S. Holders

As used herein, a “U.S. Holder” is a beneficial owner of Spring Valley Class A ordinary shares, Spring Valley Public Warrants, NuScale Corp Class A Common Stock, or NuScale Corp Warrants, as applicable, and is, for U.S. federal income tax purposes:

•

an individual citizen or resident of the United States;

•

a corporation (or other entity that is treated as a corporation for U.S. federal income tax purposes) that is created or organized (or treated as created or organized) in or under the laws of the United States or any state thereof or the District of Columbia;

•

an estate the income of which is subject to U.S. federal income tax regardless of its source; or

•

a trust if (i) a U.S. court can exercise primary supervision over the administration of such trust and one or more United States persons (within the meaning of the Code) have the authority to control all substantial decisions of the trust or (ii) it has a valid election in place to be treated as a United States person.

Effects of the Domestication on U.S. Holders

The U.S. federal income tax consequences of the Domestication will depend primarily upon whether the Domestication qualifies as a “reorganization” within the meaning of Section 368 of the Code.

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A “reorganization” under Section 368(a)(1)(F) of the Code is a “mere change in identity, form, or place of organization of one corporation, however effected” ​(an “F Reorganization”). Pursuant to the Domestication, we will change our jurisdiction of incorporation by deregistering as an exempted company in the Cayman Islands and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware, changing our name to “NuScale Power Corporation.”

The Domestication should qualify as an F Reorganization. However, due to the absence of direct guidance, this result is not entirely clear. Accordingly, due to the absence of such guidance, it is not possible to predict whether the IRS or a court considering the issue would take a contrary position.

If the Domestication qualifies as an F Reorganization, for U.S. federal income tax purposes, (i) U.S. Holders should not recognize gain or loss in respect of their Spring Valley Class A ordinary shares or Spring Valley Public Warrants as a result of the Domestication, except as provided under “— Effects of Section 367(b) to U.S. Holders” and “— PFIC Considerations,” and (ii) the Domestication should be treated as if Spring Valley (A) transferred all of its assets and liabilities to NuScale Corp in exchange for all of the outstanding stock and warrants of NuScale Corp and then (B) distributed the stock and warrants of NuScale Corp to the shareholders and warrant holders of Spring Valley in liquidation of Spring Valley. The taxable year of Spring Valley should be deemed to end on the date of the Domestication.

If the Domestication qualifies as an F Reorganization, subject to the PFIC rules discussed below, (i) a U.S. Holder’s tax basis in a share of NuScale Corp Class A Common Stock or a NuScale Corp Warrant received in the Domestication should be the same as its tax basis in the Spring Valley Class A ordinary share or the Spring Valley Public Warrant surrendered in exchange therefor, increased by any amount included in the income of such U.S. Holder under Section 367(b) of the Code (as discussed below) and (ii) the holding period for a share of NuScale Corp Class A Common Stock or a NuScale Corp Warrant should include such U.S. Holder’s holding period for the Spring Valley Class A ordinary share or the Spring Valley Public Warrant surrendered in exchange therefor.

If the Domestication fails to qualify as an F Reorganization, subject to the PFIC rules discussed below, a U.S. Holder may recognize gain or loss with respect to a Spring Valley Class A ordinary share or a Spring Valley Public Warrant in an amount equal to the difference, if any, between the fair market value of the corresponding share of NuScale Corp Class A Common Stock or NuScale Corp Warrant received in the Domestication and such U.S. Holder’s adjusted tax basis in its Spring Valley Class A ordinary share or Spring Valley Public Warrant surrendered in exchange therefor. In such event, such U.S. Holder’s basis in the share of NuScale Corp Class A Common Stock or the NuScale Corp Warrant would be equal to the fair market value of such share of NuScale Corp Class A Common Stock or such NuScale Corp Warrant, respectively, on the date of the Domestication, and such U.S. Holder’s holding period for the share of NuScale Corp Class A Common Stock or the NuScale Corp Warrant would begin on the day following the date of the Domestication.

Effects of Section 367(b) to U.S. Holders

Section 367(b) of the Code applies to certain transactions involving foreign corporations, including an inbound domestication of a foreign corporation in an F Reorganization. Section 367(b) of the Code imposes U.S. federal income tax on certain U.S. persons in connection with transactions that would otherwise qualify as a “reorganization” within the meaning of Section 368 of the Code. Section 367(b) of the Code will generally apply to U.S. Holders on the date of the Domestication.

A. U.S. Holders That Hold 10 Percent or More of Spring Valley

A U.S. Holder that on the date of the Domestication beneficially owns (actually or constructively) 10% or more of the total combined voting power of all classes of our stock entitled to vote or 10% or more of the total value of all classes of our stock (a “U.S. Shareholder”) must include in income as a dividend the “all earnings and profits amount” attributable to Spring Valley Class A ordinary shares it directly owns within the meaning of Treasury Regulations under Section 367(b) of the Code. A U.S. Holder’s ownership of Spring Valley Public Warrants will be taken into account in determining whether such U.S. Holder is a U.S. Shareholder. Complex attribution rules apply in determining whether a U.S. Holder is a U.S. Shareholder, and all U.S. Holders are urged to consult their tax advisors with respect to these attribution rules.

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A U.S. Shareholder’s “all earnings and profits amount” with respect to its Spring Valley Class A ordinary shares is the amount of net positive earnings and profits of Spring Valley (as determined under Treasury Regulations under Section 367 of the Code) attributable to such Spring Valley Class A ordinary shares (as determined under Treasury Regulations under Section 367 of the Code) but without regard to any gain that would be realized on a sale or exchange of such Spring Valley Class A ordinary shares. Treasury Regulations under Section 367 provide that the “all earnings and profits amount” attributable to a shareholder’s stock is determined according to the principles of Section 1248 of the Code and the Treasury Regulations thereunder. In general, Section 1248 of the Code and the Treasury Regulations thereunder provide that the amount of earnings and profits attributable to a block of stock (as defined in Treasury Regulations under Section 1248 of the Code) in a foreign corporation is the ratably allocated portion of the foreign corporation’s earnings and profits generated during the period the shareholder held the block of stock.

Spring Valley does not expect to have significant cumulative earnings and profits through the date of the Domestication. If Spring Valley’s cumulative earnings and profits through the date of the Domestication are less than or equal to zero, then a U.S. Holder should not be required to include in gross income an “all earnings and profits amount” with respect to its Spring Valley Class A ordinary shares. If Spring Valley ‘s cumulative net earnings and profits are greater than zero through the date of the Domestication, a U.S. Shareholder would be required to include its “all earnings and profits amount” in income as a deemed dividend under Treasury Regulations under Section 367(b) of the Code as a result of the Domestication. Any such U.S. Holder that is a corporation may, under certain circumstances, effectively be exempt from taxation on a portion or all of the deemed dividend pursuant to Section 245A of the Code (commonly referred to as the participation exemption). Such U.S. Holders that are corporations should consult their own tax advisors as to the applicability of Section 245A of the Code in their particular circumstances.

B. U.S. Holders That Own Less Than 10 Percent of Spring Valley

A U.S. Holder that, on the date of the Domestication, beneficially owns (actually and constructively) Spring Valley Class A ordinary shares with a fair market value of $50,000 or more, but is not a U.S. Shareholder, will recognize gain (but not loss) with respect to the Domestication or, in the alternative, may elect to recognize the “all earnings and profits amount” attributable to such U.S. Holder as described below.

Unless a U.S. Holder makes the election described below, such U.S. Holder generally must recognize gain (but not loss) with respect to NuScale Corp Class A Common Stock received in the Domestication in an amount equal to the excess of the fair market value of such NuScale Corp Class A Common Stock over the U.S. Holder’s adjusted tax basis in Spring Valley Class A ordinary shares deemed surrendered in exchange therefor.

In lieu of recognizing gain as described in the preceding paragraph, a U.S. Holder may elect to include in income the “all earnings and profits amount” attributable to its Spring Valley Class A ordinary shares under Section 367(b) of the Code. However, there are strict conditions for making this election. This election must comply with applicable Treasury Regulations and generally must include, among other things:

(i)

a statement that the Domestication is a Section 367(b) exchange (within the meaning of the applicable Treasury Regulations);

(ii)

a complete description of the Domestication;

(iii)

a description of any stock, securities, or other consideration transferred or received in the Domestication;

(iv)

a statement describing the amounts required to be taken into account for U.S. federal income tax purposes;

(v)

a statement that the U.S. Holder is making the election including (A) a copy of the information that the U.S. Holder received from Spring Valley establishing and substantiating the U.S. Holder’s “all earnings and profits amount” with respect to the U.S. Holder’s Spring Valley Class A ordinary shares and (B) a representation that the U.S. Holder has notified Spring Valley (or NuScale Corp) that the U.S. Holder is making the election; and

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(vi)

certain other information required to be furnished with the U.S. Holder’s tax return or otherwise furnished pursuant to the Code or the Treasury Regulations.

In addition, the election must be attached by an electing U.S. Holder to such U.S. Holder’s timely filed U.S. federal income tax return for the taxable period in which the Domestication occurs, and the U.S. Holder must send notice of making the election to NuScale Corp no later than the date such tax return is filed. In connection with this election, we intend to provide each U.S. Holder eligible to make such an election with information regarding Spring Valley’s earnings and profits upon written request.

Spring Valley does not expect to have significant cumulative earnings and profits through the date of the Domestication. However, as noted above, if it were determined that Spring Valley had positive earnings and profits through the date of the Domestication, a U.S. Holder that makes the election described herein could have an “all earnings and profits amount” with respect to its Spring Valley Class A ordinary shares and thus could be required to include such amount in income as a deemed dividend under applicable Treasury Regulations as a result of the Domestication.

EACH U.S. HOLDER IS URGED TO CONSULT ITS TAX ADVISOR REGARDING THE CONSEQUENCES TO IT OF MAKING THE ELECTION DESCRIBED HEREIN AND THE APPROPRIATE FILING REQUIREMENTS WITH RESPECT TO SUCH ELECTION.

C. U.S. Holders that Own Spring Valley Class A Ordinary Shares With a Fair Market Value of Less Than $50,000

A U.S. Holder that, on the date of the Domestication, beneficially owns (actually and constructively) Spring Valley Class A ordinary shares with a fair market value less than $50,000 generally should not be required to recognize any gain or loss under Section 367(b) of the Code in connection with the Domestication and generally should not be required to include any part of the “all earnings and profits amount” in income.

D. Tax Consequences for U.S. Holders of Spring Valley Public Warrants

Subject to the considerations described above relating to a U.S. Holder’s ownership of Spring Valley Public Warrants being taken into account in determining whether such U.S. Holder is a U.S. Shareholder for purposes of Section 367(b) of the Code and the considerations described below relating to PFIC considerations, a U.S. Holder of Spring Valley Public Warrants should not be subject to U.S. federal income tax with respect to the exchange of its Spring Valley Public Warrants for newly issued NuScale Corp Warrants in the Domestication.

ALL U.S. HOLDERS ARE URGED TO CONSULT THEIR TAX ADVISORS WITH RESPECT TO THE EFFECT OF SECTION 367(b) OF THE CODE ON THEIR PARTICULAR CIRCUMSTANCES.

PFIC Considerations

In addition to the discussion under “— Effects of Section 367(b) to U.S. Holders,” the Domestication could be a taxable event to U.S. Holders under the PFIC provisions of the Code.

A. Definition of a PFIC

A foreign (i.e., non-U.S.) corporation will be classified as a PFIC for U.S. federal income tax purposes if either (i) at least 75% of its gross income in a taxable year, including its pro rata share of the gross income of any corporation in which it is considered to own at least 25% of the shares by value, is passive income or (ii) at least 50% of its assets in a taxable year (ordinarily determined based on fair market value and averaged quarterly over the year), including its pro rata share of the assets of any corporation in which it is considered to own at least 25% of the shares by value, are held for the production of, or produce, passive income. Passive income generally includes dividends, interest, rents, royalties, and gains from the disposition of passive assets (other than rents or royalties derived from the active conduct of a trade or business). For purposes of these rules, which may apply to Spring Valley prior to the Domestication, interest income earned by Spring Valley would be considered passive income and cash held by Spring Valley would be considered a passive asset.

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B. PFIC Status of Spring Valley

Because Spring Valley is a blank check company with no current active business, based on the composition of its income and assets and a review of its financial statements, Spring Valley believes that it likely will be a PFIC for its current taxable year, which will end on December 31, 2021, and likely will be considered a PFIC for its next taxable year, which will end in 2022 as a result of the Domestication.

C. Effects of PFIC Rules on the Domestication

As discussed above, Spring Valley believes that it is likely classified as a PFIC for U.S. federal income tax purposes.

Section 1291(f) of the Code requires that, to the extent provided in Treasury Regulations, a United States person that disposes of stock of a PFIC recognizes gain notwithstanding any other provision of the Code. No final Treasury Regulations are currently in effect under Section 1291(f) of the Code. However, proposed Treasury Regulations under Section 1291(f) of the Code have been promulgated with a retroactive effective date. If finalized in their current form, such proposed Treasury Regulations may require any U.S. Holder to recognize gain in respect of its Spring Valley Class A ordinary shares or Spring Valley Public Warrants upon the Domestication if (i) Spring Valley were classified as a PFIC at any time during such U.S. Holder’s holding period for such Spring Valley Class A ordinary shares or Spring Valley Public Warrants and (ii) such U.S. Holder had not timely made (A) a QEF Election (as defined below) for the first taxable year in which such U.S. Holder owned such Spring Valley Class A ordinary shares or in which Spring Valley was a PFIC, whichever is later, or (B) a mark-to-market election (as defined below) with respect to such Spring Valley Class A ordinary shares. Generally, neither election is available with respect to Spring Valley Public Warrants. The tax on any such recognized gain would be imposed based on a complex set of computational rules.

Under these rules:

•

the U.S. Holder’s gain will be allocated ratably over the U.S. Holder’s holding period for such U.S. Holder’s Spring Valley Class A ordinary shares or Spring Valley Public Warrants;

•

the amount of gain allocated to the U.S. Holder’s taxable year in which the U.S. Holder recognized such gain, or to the period in the U.S. Holder’s holding period before the first day of the first taxable year in which Spring Valley was a PFIC, will be taxed as ordinary income;

•

the amount of gain allocated to other taxable years (or portions thereof) of the U.S. Holder and included in the U.S. Holder’s holding period would be taxed at the highest tax rate in effect for that year and applicable to the U.S. Holder; and

•

an additional tax equal to the interest charge generally applicable to underpayments of tax will be imposed on the U.S. Holder in respect of the tax attributable to each such other taxable year of the U.S. Holder.

In addition, the proposed Treasury Regulations provide coordinating rules with Section 367(b) of the Code, whereby, if the gain recognition rule of the proposed Treasury Regulations under Section 1291(f) of the Code applies to a disposition of PFIC stock that results from a transfer with respect to which Section 367(b) of the Code requires the shareholder to recognize gain or include an amount in income as discussed under “— Effects of Section 367(b) to U.S. Holders,” the gain realized on the transfer is taxable under the PFIC rules discussed above, and the excess, if any, of the amount to be included in income under Section 367(b) of the Code over the gain realized under Section 1291 of the Code is taxable as provided under Section 367(b) of the Code.

It is difficult to predict whether, in what form, and with what effective date, final Treasury Regulations under Section 1291(f) of the Code will be adopted. Therefore, if Spring Valley is a PFIC, U.S. Holders of Spring Valley Class A ordinary shares that have not made a timely QEF Election or a mark-to-market election and U.S. Holders of Spring Valley Public Warrants may, pursuant to the proposed Treasury Regulations, be subject to taxation on the Domestication to the extent their Spring Valley Class A ordinary shares or Spring Valley Public Warrants have a fair market value in excess of their tax basis therein. An Electing Shareholder (as defined below) generally would not be subject to the adverse PFIC rules discussed above

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with respect to its Spring Valley Class A ordinary shares but rather would include annually in gross income its pro rata share of the ordinary earnings and net capital gain of Spring Valley, whether or not such amounts are actually distributed to such Electing Shareholder in any taxable year.

D. QEF Election and Mark-to-Market Election

The impact of the PFIC rules on a U.S. Holder of Spring Valley Class A ordinary shares depends on whether the U.S. Holder makes a timely and effective election to treat Spring Valley as a “qualified electing fund” under Section 1295 of the Code for the taxable year that is the first year in the U.S. Holder’s holding period of Spring Valley Class A ordinary shares during which Spring Valley qualified as a PFIC (a “QEF Election”). The QEF Election is made on a shareholder-by-shareholder basis and, once made, can be revoked only with the consent of the IRS. A U.S. Holder generally makes a QEF Election by attaching a completed IRS Form 8621 (Return by a Shareholder of a Passive Foreign Investment Company or Qualified Electing Fund), including the information provided in a “PFIC Annual Information Statement,” to a timely filed U.S. federal income tax return for the tax year to which the QEF Election relates. Retroactive QEF Elections generally may be made only by filing a protective statement with such tax return and if certain other conditions are met or with the consent of the IRS. If applicable, U.S. Holders should consult their tax advisors regarding the availability and tax consequences of a retroactive QEF Election under their particular circumstances. A U.S. Holder’s ability to make a QEF Election with respect to Spring Valley is contingent upon, among other things, the provision by Spring Valley of a “PFIC Annual Information Statement” to such U.S. Holder. Upon written request, we will endeavor to provide to a U.S. Holder such information as the IRS may require, including a PFIC Annual Information Statement, in order to enable such U.S. Holder to make and maintain a QEF Election. However, there is no assurance that we would timely provide such required information. A U.S. Holder that makes a QEF Election may be referred to as an “Electing Shareholder” and a U.S. Holder that does not make a QEF Election may be referred to as a “Non-Electing Shareholder.” A QEF Election is not available with respect to Spring Valley Public Warrants. An Electing Shareholder generally would not be subject to the adverse PFIC rules discussed above with respect to their Spring Valley Class A ordinary shares. As a result, such a U.S. Holder should not recognize gain or loss as a result of the Domestication except to the extent described under “— Effects of Section 367(b) to U.S. Holders.”

The impact of the PFIC rules on a U.S. Holder of Spring Valley Class A ordinary shares may also depend on whether such U.S. Holder has made an election under Section 1296 of the Code. U.S. Holders that hold (actually or constructively) stock of a foreign corporation that is classified as a PFIC may annually elect to mark such stock to its market value if such stock is regularly traded on an established exchange (a “mark-to-market election”). No assurance can be given that Spring Valley Class A ordinary shares are considered to be regularly traded for purposes of the mark-to-market election or whether the other requirements of the mark-to-market election are satisfied. If the mark-to-market election is available to a U.S. Holder and such U.S. Holder makes the mark-to-market election, such U.S. Holder generally will not be subject to the special taxation rules of Section 1291 of the Code discussed herein. However, if the mark-to-market election is made by a Non-Electing Shareholder after the beginning of the holding period for the PFIC stock, then the Section 1291 rules will apply to certain dispositions of, distributions on, and other amounts taxable with respect to Spring Valley Class A ordinary shares. A mark-to-market election is not available with respect to Spring Valley Public Warrants.

ALL U.S. HOLDERS ARE URGED TO CONSULT THEIR TAX ADVISORS CONCERNING THE CONSEQUENCES TO THEM OF THE PFIC RULES, INCLUDING WHETHER A QEF ELECTION, A MARK-TO-MARKET ELECTION, OR ANY OTHER ELECTION IS AVAILABLE AND THE CONSEQUENCES TO THEM OF ANY SUCH ELECTION.

Effects to U.S. Holders of Exercising Redemption Rights

The U.S. federal income tax consequences to a U.S. Holder of Spring Valley Class A ordinary shares that exercises its redemption rights to receive cash from the Trust Account in exchange for all or a portion of its Spring Valley Class A ordinary shares will depend on whether the redemption qualifies as a sale of Spring Valley Class A ordinary shares under Section 302 of the Code or is treated as a distribution under Section 301 of the Code. If the redemption qualifies as a sale of such U.S. Holder’s redeemed Spring Valley

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Class A ordinary shares, such U.S. Holder generally will be treated in the manner described under “— Sale, Exchange or Other Disposition of Shares of NuScale Corp Class A Common Stock and NuScale Corp Warrants” below.

A redemption of Spring Valley Class A ordinary shares generally will qualify as a sale of such Spring Valley Class A ordinary shares if such redemption either (i) is “substantially disproportionate” with respect to the redeeming U.S. Holder, (ii) results in a “complete termination” of such U.S. Holder’s interest in Spring Valley or (iii) is “not essentially equivalent to a dividend” with respect to such U.S. Holder. These tests are explained more fully below.

For purposes of such tests, a U.S. Holder takes into account not only Spring Valley Class A ordinary shares actually owned by such U.S. Holder, but also Spring Valley Class A ordinary shares that are constructively owned by such U.S. Holder. A redeeming U.S. Holder may constructively own, in addition to Spring Valley Class A ordinary shares owned directly, Spring Valley Class A ordinary shares owned by certain related individuals and entities in which such U.S. Holder has an interest or that have an interest in such U.S. Holder, as well as any Spring Valley Class A ordinary shares such U.S. Holder has a right to acquire by exercise of an option, which would generally include Spring Valley Class A ordinary shares that could be acquired pursuant to the exercise of Spring Valley Public Warrants.

The redemption of Spring Valley Class A ordinary shares generally will be “substantially disproportionate” with respect to a redeeming U.S. Holder if the percentage of Spring Valley’s outstanding voting shares that such U.S. Holder actually or constructively owns immediately after the redemption is less than 80 percent of the percentage of Spring Valley’s outstanding voting shares that such U.S. Holder actually or constructively owned immediately before the redemption, and such U.S. Holder immediately after the redemption actually and constructively owned less than 50 percent of the total combined voting power of Spring Valley Class A ordinary shares. There will be a complete termination of such U.S. Holder’s interest if either (i) all Spring Valley Class A ordinary shares actually or constructively owned by such U.S. Holder are redeemed or (ii) all Spring Valley Class A ordinary shares actually owned by such U.S. Holder are redeemed and such U.S. Holder is eligible to waive, and effectively waives in accordance with specific rules, the attribution of Spring Valley Class A ordinary shares owned by certain family members and such U.S. Holder does not constructively own any other Spring Valley Class A ordinary shares. The redemption of Spring Valley Class A ordinary shares will not be essentially equivalent to a dividend if it results in a “meaningful reduction” of such U.S. Holder’s proportionate interest in Spring Valley. Whether the redemption will result in a “meaningful reduction” in such U.S. Holder’s proportionate interest will depend on the particular facts and circumstances applicable to it. The IRS has indicated in a published ruling that even a small reduction in the proportionate interest of a small minority shareholder in a publicly held corporation that exercises no control over corporate affairs may constitute such a “meaningful reduction.”

If none of the above tests is satisfied, a redemption will be treated as a distribution with respect to such Spring Valley Class A ordinary shares, the U.S. federal income tax consequences of which are described generally with respect to NuScale Corp Class A Common Stock under “— Distributions on Shares of NuScale Corp Class A Common Stock” below. After the application of those rules, any remaining tax basis of the U.S. Holder in the redeemed Spring Valley Class A ordinary shares will be added to the U.S. Holder’s adjusted tax basis in its remaining Spring Valley Class A ordinary shares, or, if it has none, to the U.S. Holder’s adjusted tax basis in its Spring Valley Public Warrants or possibly in other Spring Valley securities constructively owned by it.

ALL U.S. HOLDERS ARE URGED TO CONSULT THEIR TAX ADVISORS AS TO THE TAX CONSEQUENCES TO THEM OF A REDEMPTION OF ALL OR A PORTION OF THEIR SPRING VALLEY CLASS A ORDINARY SHARES PURSUANT TO AN EXERCISE OF REDEMPTION RIGHTS.

Distributions on Shares of NuScale Corp Class A Common Stock

A U.S. Holder generally will be required to include in gross income as dividends the amount of any cash distribution paid with respect to shares of NuScale Corp Class A Common Stock, to the extent the distribution is paid out of NuScale Corp’s current or accumulated earnings and profits (as determined under U.S. federal income tax principles). Distributions in excess of current and accumulated earnings and

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profits will constitute a return of capital that will be applied against and reduce (but not below zero) the U.S. Holder’s adjusted tax basis in its shares of NuScale Corp Class A Common Stock. Any remaining excess will be treated as gain realized on the sale or other disposition of the shares of NuScale Corp Class A Common Stock and will be treated as described under “— Sale, Exchange or Other Disposition of Shares of NuScale Corp Class A Common Stock and NuScale Corp Warrants” below.

Dividends that NuScale Corp pays to a U.S. Holder that is a taxable corporation generally will qualify for the dividends received deduction if the requisite holding period is satisfied. With certain exceptions (including dividends treated as investment income for purposes of investment interest deduction limitations), and provided certain holding period requirements are met, dividends that NuScale Corp pays to a non-corporate U.S. Holder may be taxed as “qualified dividend income” at the preferential tax rate accorded to long-term capital gains. It is unclear whether the redemption rights described herein with respect to the shares of NuScale Corp Class A Common Stock may have suspended the running of the applicable holding period for these purposes.

Sale, Exchange or Other Disposition of Shares of NuScale Corp Class A Common Stock and NuScale Corp Warrants

Upon a sale or other taxable disposition of shares of NuScale Corp Class A Common Stock or NuScale Corp Warrants, which, in general, would include a redemption of shares of NuScale Corp Class A Common Stock or NuScale Corp Warrants that is treated as a sale of such securities as described below, a U.S. Holder generally will recognize capital gain or loss. Any such capital gain or loss generally will be long-term capital gain or loss if the U.S. Holder’s holding period for the shares of NuScale Corp Class A Common Stock or NuScale Corp Warrants so disposed of exceeds one year. It is unclear, however, whether the redemption rights described herein may have suspended the running of the applicable holding period for this purpose. Long-term capital gains recognized by non-corporate U.S. Holders will be eligible to be taxed at reduced rates. The deductibility of capital losses is subject to limitations.

Generally, the amount of gain or loss recognized by a U.S. Holder is an amount equal to the difference between (i) the sum of the amount of cash and the fair market value of any property received in such disposition and (ii) the U.S. Holder’s adjusted tax basis in its shares of NuScale Corp Class A Common Stock or NuScale Corp Warrants so disposed of. See “— Effects of the Domestication on U.S. Holders” above for discussion of a U.S. Holder’s adjusted tax basis in its shares of NuScale Corp Class A Common Stock and/or NuScale Corp Warrants following the Domestication. See “— Exercise, Lapse or Redemption of NuScale Corp Warrants” below for a discussion regarding a U.S. Holder’s tax basis in NuScale Corp Class A Common Stock acquired pursuant to the exercise of a NuScale Corp Warrant.

Exercise, Lapse or Redemption of NuScale Corp Warrants

Except as discussed below with respect to the cashless exercise of a NuScale Corp Warrant, a U.S. Holder generally will not recognize taxable gain or loss as a result of acquiring one share of NuScale Corp Class A Common Stock upon exercise of one NuScale Corp Warrant for cash. The U.S. Holder’s tax basis in the share of NuScale Corp Class A Common Stock received upon exercise of a NuScale Corp Warrant generally will be an amount equal to the sum of the U.S. Holder’s tax basis in the NuScale Corp Warrant and the exercise price of such NuScale Corp Warrant. It is unclear whether a U.S. Holder’s holding period for the shares of NuScale Corp Class A Common Stock received upon exercise of the NuScale Corp Warrant will commence on the date of exercise of the NuScale Corp Warrant or the day following the date of exercise of the NuScale Corp Warrant; in either case, the holding period will not include the period during which the U.S. Holder held the NuScale Corp Warrant. If a NuScale Corp Warrant is allowed to lapse unexercised, a U.S. Holder generally will recognize a capital loss equal to such U.S. Holder’s adjusted tax basis in the NuScale Corp Warrant. See “— Effects of the Domestication on U.S. Holders” above for a discussion of a U.S. Holder’s adjusted tax basis in its NuScale Corp Warrant following the Domestication.

The tax consequences of a cashless exercise of a NuScale Corp Warrant are not clear under current tax law. A cashless exercise may not be taxable, either because the exercise is not a realization event or because the exercise is treated as a recapitalization for U.S. federal income tax purposes. In either situation, a U.S. Holder’s tax basis in the shares of NuScale Corp Class A Common Stock received generally should equal the U.S. Holder’s tax basis in the NuScale Corp Warrants. If the cashless exercise was not a realization event,

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it is unclear whether a U.S. Holder’s holding period for the shares of NuScale Corp Class A Common Stock would be treated as commencing on the date of exercise of the NuScale Corp Warrant or the day following the date of exercise of the NuScale Corp Warrant. If the cashless exercise were treated as a recapitalization, the holding period of the shares of NuScale Corp Class A Common Stock received would include the holding period of the NuScale Corp Warrants that were exercised.

It is also possible that a cashless exercise may be treated in part as a taxable exchange in which gain or loss would be recognized. In such event, a U.S. Holder may be deemed to have surrendered a number of NuScale Corp Warrants having a value equal to the exercise price for the total number of NuScale Corp Warrants to be exercised. The U.S. Holder would recognize capital gain or loss in an amount equal to the difference between the fair market value of the NuScale Corp Warrants deemed surrendered and the U.S. Holder’s tax basis in the NuScale Corp Warrants deemed surrendered. In this case, a U.S. Holder’s tax basis in the shares of NuScale Corp Class A Common Stock received would equal the sum of the U.S. Holder’s tax basis in the NuScale Corp Warrants exercised and the exercise price of such NuScale Corp Warrants. It is unclear whether a U.S. Holder’s holding period for the shares of NuScale Corp Class A Common Stock would commence on the date of exercise of the NuScale Corp Warrant or the day following the date of exercise of the NuScale Corp Warrant; in either case, the holding period would not include the period during which the U.S. Holder held the NuScale Corp Warrant.

Due to the absence of authority on the U.S. federal income tax treatment of a cashless exercise, including when a U.S. Holder’s holding period would commence with respect to the shares of NuScale Corp Class A Common Stock received, there can be no assurance as to which, if any, of the alternative tax consequences and holding periods described above would be adopted by the IRS or a court of law. Accordingly, U.S. Holders should consult their tax advisors regarding the tax consequences of a cashless exercise.

The U.S. federal income tax consequences of an exercise of a NuScale Corp Warrant occurring after NuScale Corp’s giving notice of an intention to redeem the NuScale Corp Warrants described in the section entitled “Description of NuScale Corp’s Capital Stock — Warrants — NuScale Corp Warrants” are unclear under current law. In the case of a cashless exercise, the exercise may be treated either as if NuScale Corp redeemed such NuScale Corp Warrants for shares of NuScale Corp Class A Common Stock or as an exercise of such NuScale Corp Warrants. If the cashless exercise of NuScale Corp Warrants for shares of NuScale Corp Class A Common Stock is treated as a redemption, then such redemption generally should be treated as a tax-deferred recapitalization for U.S. federal income tax purposes, in which case a U.S. Holder should not recognize any gain or loss on such redemption, and accordingly, a U.S. Holder’s tax basis in the shares of NuScale Corp Class A Common Stock received should equal the U.S. Holder’s tax basis in the NuScale Corp Warrants and the holding period of the shares of NuScale Corp Class A Common Stock should include the holding period of the NuScale Corp Warrants. Alternatively, if the cashless exercise of a NuScale Corp Warrant is treated as such, the U.S. federal income tax consequences generally should be as described above in the second and third paragraphs under the heading “— Exercise, Lapse or Redemption of NuScale Corp Warrants.” In the case of an exercise of a NuScale Corp Warrant for cash, the U.S. federal income tax treatment generally should be as described above in the first paragraph under the heading “— Exercise, Lapse or Redemption of NuScale Corp Warrants.” Due to the lack of clarity under current law regarding the treatment described in this paragraph, there can be no assurance as to which, if any, of the alternative tax consequences described above would be adopted by the IRS or a court of law. Accordingly, U.S. Holders should consult their tax advisors regarding the tax consequences of the exercise of a NuScale Corp Warrant occurring after NuScale Corp’s giving notice of an intention to redeem the NuScale Corp Warrant as described above.

If NuScale Corp redeems NuScale Corp Warrants for cash or if NuScale Corp purchases NuScale Corp Warrants in an open market transaction, such redemption or purchase generally will be treated as a taxable disposition to the U.S. Holder, taxed as described above under “— Sale, Exchange or Other Disposition of Shares of NuScale Corp Class A Common Stock and NuScale Corp Warrants.”

Possible Constructive Distributions

The terms of each NuScale Corp Warrant provide for an adjustment to the exercise price of the NuScale Corp Warrant or an increase in the shares of NuScale Corp Class A Common Stock issuable on

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exercise in certain circumstances discussed in “Description of NuScale Corp’s Capital Stock — Warrants — NuScale Corp Warrants.” An adjustment which has the effect of preventing dilution generally is not taxable. The U.S. Holders of the NuScale Corp Warrants would, however, be treated as receiving a constructive distribution from NuScale Corp if, for example, the adjustment increases the U.S. Holder’s proportionate interest in NuScale Corp’s assets or earnings and profits (e.g., through a decrease to the exercise price or an increase in the number of shares of NuScale Corp Class A Common Stock that would be obtained upon exercise) as a result of a distribution of cash or other property to the U.S. Holders of shares of NuScale Corp Class A Common Stock which is taxable to them as described under “— Distributions on Shares of NuScale Corp Class A Common Stock” above. For example, U.S. Holders of NuScale Corp Warrants would generally be treated as receiving a constructive distribution from NuScale Corp where the exercise price of the NuScale Corp Warrants is reduced in connection with the payment of certain dividends as described in “Description of NuScale Corp’s Capital Stock — Warrants — NuScale Corp Warrants.” Such constructive distribution received by a U.S. Holder would be subject to U.S. federal income tax in the same manner as if the U.S. Holder of the NuScale Corp Warrant received a cash distribution from NuScale Corp equal to the fair market value of such increased interest. The rules governing constructive distributions as a result of certain adjustments with respect to a NuScale Corp Warrant are complex, and U.S. Holders are urged to consult their tax advisors on the tax consequences any such constructive distribution with respect to a NuScale Corp Warrant.

Non-U.S. Holders

As used herein, a “non-U.S. Holder” is a beneficial owner (other than a partnership or entity treated as a partnership for U.S. federal income tax purposes) of Spring Valley Class A ordinary shares, Spring Valley Public Warrants, NuScale Corp Class A Common Stock, or NuScale Corp Warrants, as applicable, that is not a U.S. Holder.

The following describes U.S. federal income tax considerations relating to (i) the Domestication, (ii) the exercise of redemption rights and (iii) after the Domestication, the ownership and disposition of shares of NuScale Corp Class A Common Stock and NuScale Corp Warrants by a non-U.S. Holder.

Effects of the Domestication on Non-U.S. Holders

Spring Valley does not expect the Domestication to result in any adverse U.S. federal income tax consequences to non-U.S. Holders of Spring Valley Class A ordinary shares or Spring Valley Public Warrants.

Effects to Non-U.S. Holders of Exercising Redemption Rights

Spring Valley does not expect redemptions of Spring Valley Class A ordinary shares by non-U.S. Holders exercising their redemption rights with respect to their Spring Valley Class A ordinary shares to result in any adverse U.S. federal income tax consequences to such non-U.S. Holders.

Distributions on Shares of NuScale Corp Class A Common Stock

In general, any distributions made to a non-U.S. Holder with respect to shares of NuScale Corp Class A Common Stock, to the extent paid out of NuScale Corp’s current or accumulated earnings and profits (as determined under U.S. federal income tax principles), will constitute dividends for U.S. federal income tax purposes and, provided such dividends are not effectively connected with such non-U.S. Holder’s conduct of a trade or business within the United States, will be subject to withholding tax from the gross amount of the dividend at a rate of 30%, unless such non-U.S. Holder is eligible for a reduced rate of withholding tax under an applicable income tax treaty and provides proper certification of its eligibility for such reduced rate (usually on an IRS Form W-8BEN or W-8BEN-E, as applicable). Any distribution not constituting a dividend will be treated first as reducing (but not below zero) the non-U.S. Holder’s adjusted tax basis in its shares of NuScale Corp Class A Common Stock and then, to the extent such distribution exceeds the non-U.S. Holder’s adjusted tax basis, as gain realized from the sale or other disposition of such shares of NuScale Corp Class A Common Stock, which will be treated as described below under “— Sale, Exchange or Other Disposition of Shares of NuScale Corp Class A Common Stock and NuScale Corp Warrants.” Dividends paid by NuScale Corp to a non-U.S. Holder that are effectively connected with such

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non-U.S. Holder’s conduct of a trade or business within the United States (and if an income tax treaty applies, are attributable to a U.S. permanent establishment or fixed base maintained by the non-U.S. Holder) will generally not be subject to U.S. withholding tax, provided such non-U.S. Holder complies with certain certification and disclosure requirements (usually by providing an IRS Form W-8ECI). Instead, such dividends will generally be subject to U.S. federal income tax, net of certain deductions, at the same graduated individual or corporate rates applicable to U.S. Holders.

Sale, Exchange or Other Disposition of Shares of NuScale Corp Class A Common Stock and NuScale Corp Warrants

A non-U.S. Holder will generally not be subject to U.S. federal income tax on gain realized on a sale or other disposition of shares of NuScale Corp Class A Common Stock or NuScale Corp Warrants unless:

(i)

such non-U.S. Holder is an individual that was present in the United States for 183 days or more in the taxable year of such disposition (subject to certain exceptions as a result of COVID- 19) and certain other requirements are met, in which case any gain realized will generally be subject to a flat 30% U.S. federal income tax;

(ii)

the gain is effectively connected with a trade or business of such non-U.S. Holder in the United States (and if an income tax treaty applies, is attributable to a U.S. permanent establishment or fixed base maintained by such non-U.S. Holder), in which case such gain will be subject to U.S. federal income tax, net of certain deductions, at the same graduated individual or corporate rates applicable to U.S. Holders, and, if the non-U.S. Holder is a corporation, an additional “branch profits tax” may also apply; or

(iii)

NuScale Corp is or has been a “U.S. real property holding corporation” at any time during the shorter of the five-year period preceding such disposition and such non-U.S. Holder’s holding period.

If paragraph (iii) above applies to a non-U.S. Holder, subject to certain exceptions in the case of interests that are regularly traded on an established securities market, gain recognized by such non-U.S. Holder on the sale, exchange or other disposition of shares of NuScale Corp Class A Common Stock or NuScale Corp Warrants will be subject to tax at generally applicable U.S. federal income tax rates. In addition, a buyer of such shares of NuScale Corp Class A Common Stock or NuScale Corp Warrants from a non-U.S. Holder may be required to withhold U.S. income tax at a rate of 15% of the amount realized upon such disposition. NuScale Corp will be classified as a “U.S. real property holding corporation” if the fair market value of its “United States real property interests” equals or exceeds 50% of the sum of the fair market value of its worldwide real property interests and its other assets used or held for use in a trade or business, as determined for U.S. federal income tax purposes. We do not expect NuScale Corp to be classified as a “U.S. real property holding corporation” following the Transactions. However, such determination is factual and in nature and subject to change and no assurance can be provided as to whether NuScale Corp will be a U.S. real property holding corporation with respect to a non-U.S. Holder following the Transactions or at any future time.

Exercise, Lapse or Redemption of NuScale Corp Warrants

The U.S. federal income tax treatment of a non-U.S. Holder’s exercise of a NuScale Corp Warrant, or the lapse of a NuScale Corp Warrant held by a non-U.S. Holder, generally will correspond to the U.S. federal income tax treatment of the exercise or lapse of a warrant held by a U.S. Holder, as described above under “— U.S. Holders — Exercise, Lapse or Redemption of NuScale Corp Warrants,” although to the extent a cashless exercise results in a taxable exchange, the consequences would be similar to those described above under “— Sale, Exchange or Other Disposition of Shares of NuScale Corp Class A Common Stock and NuScale Corp Warrants.” If NuScale Corp redeems NuScale Corp Warrants for cash or if it purchases NuScale Corp Warrants in an open market transaction, such redemption or purchase generally will be treated as a disposition to the non-U.S. Holder, the consequences of which would be similar to those described above under “— Sale, Exchange or Other Disposition of Shares of NuScale Corp Class A Common Stock and NuScale Corp Warrants.”

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Possible Constructive Distributions.

The terms of each NuScale Corp Warrant provide for an adjustment to the exercise price of the NuScale Corp Warrant or an increase in the shares of NuScale Corp Class A Common Stock issuable on exercise in certain circumstances discussed in “Description of NuScale Corp’s Capital Stock — Warrants — NuScale Corp Warrants.” As described above under “— U.S. Holders — Possible Constructive Distributions,” certain adjustments with respect to the NuScale Corp Warrants can give rise to a constructive distribution. Any constructive distribution received by a non-U.S. Holder would be subject to U.S. federal income tax (including any applicable withholding) in the same manner as if such non-U.S. holder received a cash distribution from NuScale Corp equal to the fair market value of such increased interest. If withholding applies to any constructive distribution received by a non-U.S. Holder, it is possible that the tax would be withheld from any amount paid to or held on behalf of the non-U.S. holder by the applicable withholding agent. The rules governing constructive distributions as a result of certain adjustments with respect to a NuScale Corp Warrant are complex, and non-U.S. Holders are urged to consult their tax advisors on the tax consequences any such constructive distribution with respect to a NuScale Corp Warrant.

Information Reporting Requirements and Backup Withholding

Information returns will be filed with the IRS in connection with payments of dividends on and the proceeds from a sale or other disposition of shares of NuScale Corp Class A Common Stock. A non-U.S. Holder may have to comply with certification procedures to establish that it is not a United States person for U.S. federal income tax purposes or otherwise establish an exemption in order to avoid information reporting and backup withholding requirements or to claim a reduced rate of withholding under an applicable income tax treaty. The amount of any backup withholding from a payment to a non-U.S. Holder will be allowed as a credit against such non-U.S. Holder’s U.S. federal income tax liability and may entitle such non-U.S. Holder to a refund, provided that the required information is furnished by such non-U.S. Holder to the IRS in a timely manner.

Foreign Account Tax Compliance Act

Sections 1471 through 1474 of the Code and the Treasury Regulations and administrative guidance promulgated thereunder (the “Foreign Account Tax Compliance Act” or “FATCA”) generally impose withholding at a rate of 30% in certain circumstances on dividends in respect of securities (including Spring Valley Class A ordinary shares, Spring Valley Public Warrants, shares of NuScale Corp Class A Common Stock, and NuScale Corp Warrants) that are held by or through certain foreign financial institutions (including investment funds), unless any such institution (i) enters into, and complies with, an agreement with the IRS to report, on an annual basis, information with respect to interests in, and accounts maintained by, the institution that are owned by certain U.S. persons and by certain non-U.S. entities that are wholly or partially owned by U.S. persons and to withhold on certain payments, or (ii) if required under an intergovernmental agreement between the United States and an applicable foreign country, reports such information to its local tax authority, which will exchange such information with the U.S. authorities. An intergovernmental agreement between the United States and an applicable foreign country may modify these requirements. Accordingly, the entity through which Spring Valley Class A ordinary shares, Spring Valley Public Warrants, shares of NuScale Corp Class A Common Stock, or NuScale Corp Warrants are held will affect the determination of whether such withholding is required. Similarly, dividends in respect of Spring Valley Class A ordinary shares, Spring Valley Public Warrants, shares of NuScale Corp Class A Common Stock, or NuScale Corp Warrants held by an investor that is a non-financial non-U.S. entity that does not qualify under certain exceptions will generally be subject to withholding at a rate of 30%, unless such entity either (i) certifies to the applicable withholding agent that such entity does not have any “substantial United States owners” or (ii) provides certain information regarding the entity’s “substantial United States owners,” which will in turn be provided to the U.S. Department of Treasury.

All investors should consult their tax advisors regarding the possible implications of FATCA on their investment in Spring Valley Class A ordinary shares, Spring Valley Public Warrants, NuScale Corp Class A Common Stock, or NuScale Corp Warrants.

169

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Introduction

The unaudited pro forma condensed combined balance sheet as of September 30, 2021 and the unaudited pro forma condensed combined statement of operations for the nine months ended September 30, 2021 and the year ended December 31, 2020 present the historical financial statements of Spring Valley and NuScale LLC, adjusted to reflect the Transactions. The unaudited condensed combined pro forma balance sheet as of September 30, 2021 gives pro forma effect to the Transactions and related transactions as if they had occurred on September 30, 2021. The unaudited pro forma condensed combined statement of operations data for the nine months ended September 30, 2021 and the year ended December 31, 2020 both give pro forma effect to the Transactions and related transactions as if they had been consummated on January 1, 2020. The unaudited pro forma condensed combined financial information has been prepared in accordance with Regulation S-X, as amended.

The Transactions include:

•

the merger of Merger Sub, a wholly owned subsidiary of Spring Valley, with and into NuScale LLC, with NuScale LLC surviving the merger as a subsidiary of Spring Valley;

•

the reverse recapitalization between Spring Valley and NuScale LLC;

•

the conversion of the aggregate principal balance of Fluor Convertible Notes into NuScale LLC Units, (which will then be converted into and exchanged for NuScale LLC Class B Common Units and NuScale Corp Class B Common Stock); and

•

the issuance and sale of 21,300,002 shares of NuScale Corp Class A common stock for a purchase price of approximately $10.00 per share and an aggregate purchase price of $211,000,000 in the PIPE Investment pursuant to the Subscription Agreements;

The unaudited pro forma condensed combined financial information has been developed from and should be read in conjunction with:

•

the notes accompanying the unaudited pro forma condensed combined financial statements;

•

the historical audited and unaudited financial statements of Spring Valley included elsewhere in this Proxy Statement/Prospectus;

•

the historical audited and unaudited financial statements of NuScale LLC included elsewhere in this Proxy Statement/Prospectus;

•

the discussion of the financial condition and results of operations of Spring Valley and NuScale LLC included elsewhere in this Proxy Statement/Prospectus; and

•

other information contained in this Proxy Statement/Prospectus, including the Merger Agreement and the description of certain terms thereof.

The unaudited pro forma condensed combined financial information assumes that the Public Shareholders approve the proposed Merger. Spring Valley’s Public Shareholders may elect to redeem their Spring Valley Class A ordinary shares for cash even if they approve the proposed Merger. Spring Valley cannot predict how many of its Public Shareholders will exercise their right to have their Spring Valley Class A ordinary shares redeemed for cash. As a result, the unaudited pro forma condensed combined financial statements present two redemption scenarios, as previously described:

•

Assuming No Redemptions; and

•

Assuming Maximum Redemptions.

The actual results will likely be somewhere within the ranges of outcomes shown, though precisely where cannot be presently determined.

Upon the Closing, NuScale Equityholders are expected to hold securities convertible into an aggregate of 177,782,129 shares of NuScale Corp Class A Common Stock. In addition, NuScale Corp will assume all

170

outstanding NuScale Options and the holders of those NuScale Options will be entitled to receive up to 15,485,125 shares of NuScale Corp Class A Common Stock upon exercise. The assumed NuScale Options may be subject to vesting conditions. The Transactions are being accomplished through an “UP-C” structure and the type and mix of consideration received by the NuScale Equityholders reflect the implementation of such structure.

Pursuant to the Tax Receivable Agreement, NuScale Corp will be required to pay 85% of certain tax benefits, if any, that it realizes (or in certain cases is deemed to realize) as a result of any increases in tax basis and other tax benefits resulting from any future exchange of NuScale LLC Class B Units for shares of NuScale Corp Class A Common Stock or cash. NuScale Corp’s obligations under the Tax Receivable Agreement accelerate upon a change in control and certain other termination events, as defined therein.

NuScale Corp expects to benefit from the remaining 15% of cash savings. Due to the uncertainty of the amount and timing of future exchanges of NuScale LLC Class B Units, the unaudited pro forma condensed combined financial information assumes that no exchanges of NuScale LLC Class B Units have occurred and therefore, no increases in tax basis have been realized. Additionally, NuScale Corp would recognize a full valuation allowance for any deferred tax asset realized based on NuScale LLC's current assessment of the future realizability.

The following summarizes the NuScale Corp Common Stock outstanding under the two redemption scenarios:

​	Assuming No Redemptions				Assuming Maximum Redemptions
​	Shares		%		Shares		%
Spring Valley Class A Shareholders	​	23,000,000	​	10.2%	​	—	​	0.0%
Spring Valley Founders(A)	​	4,023,803	​	1.8%	​	3,371,335	​	1.7%
Total Spring Valley	​	27,023,803	​	12.0%	​	3,371,335	​	1.7%
NuScale Equityholders	​	177,782,129	​	78.6%	​	177,782,129	​	87.8%
PIPE Shares	​	21,300,002	​	9.4%	​	21,300,002	​	10.5%
Total Shares at Closing (excluding shares below)	​	226,105,934	​	100.0%	​	202,453,466	​	100.0%
Remaining NuScale Consideration Shares – upon Exercise of Options	​	15,485,125	​	​	​	15,485,125	​	​
Other – Earn Out Shares(A)	​	1,726,197	​	​	​	1,374,869	​	​
Total Diluted Shares at Closing (including shares above)	​	243,317,256	​	​	​	219,313,460	​	​

(A)

Pursuant to the Sponsor Letter Agreement, if available cash is less than $432 million, at the Closing, Sponsor shall forfeit and cancel a number of Spring Valley Founder Shares equal to $1,003,796 in the Assuming Maximum Redemption scenario. Spring Valley Founders Shares includes “Earn Out Shares”. Fifty percent of the Earn Out Shares vest, pursuant to the Sponsor Letter Agreement, if NuScale Corp trades at $12.00 per share or higher on the Closing Date or if, over any 20 trading days within a 30-day window during the 60 months following the closing, the dollar volume-weighted average price (“VWAP”) is greater than or equal to $12.00 per share. The remainder of the Earn Out Shares vest if NuScale Corp trades at $14.00 per share or higher on the closing date or if, over any 20 trading days within a 30-day window during the 60 months following the closing, the VWAP is greater than or equal to $12.00 per share.

171

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

AS OF SEPTEMBER 30, 2021
(amounts in thousands, except share and per share amounts)

​

Spring Valley After Reclassifications (Note 2)

NuScale LLC (Historical)

Transaction Accounting Adjustments (Assuming no redemptions)

Notes

Pro Forma Combined (Assuming no redemptions)

Additional Transaction Accounting Adjustments (Assuming maximum redemptions)

Notes

Pro Forma Combined (Assuming maximum redemptions)

Assets

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Current assets

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Cash, cash equivalents and restricted cash

​

$

1,190

​

$

102,617

​

$

232,316

​

(A)

​

$

504,044

​

$

(232,300)

​

(I)

​

$

271,744

​

​

​

​

​

​

​

​

​

211,000

​

(B)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

(43,079)

​

(C)

​

​

​

​

​

​

​

​

​

​

​

Accounts receivable

​

​

—

​

​

15,123

​

​

​

​

​

​

​

15,123

​

​

​

​

​

​

​

15,123

Prepaid expenses

​

​

109

​

​

3,673

​

​

​

​

​

​

​

3,782

​

​

​

​

​

​

​

3,782

Total current assets

​

​

1,299

​

​

121,413

​

​

400,237

​

​

​

​

522,949

​

​

(232,300)

​

​

​

​

290,649

Property, plant and equipment, net

​

​

—

​

​

5,294

​

​

​

​

​

​

​

5,294

​

​

​

​

​

​

​

5,294

In-process research and development

​

​

—

​

​

16,900

​

​

​

​

​

​

​

16,900

​

​

​

​

​

​

​

16,900

Intangible assets, net

​

​

—

​

​

1,281

​

​

​

​

​

​

​

1,281

​

​

​

​

​

​

​

1,281

Goodwill

​

​

—

​

​

8,255

​

​

​

​

​

​

​

8,255

​

​

​

​

​

​

​

8,255

Other assets

​

​

—

​

​

3,017

​

​

​

​

​

​

​

3,017

​

​

​

​

​

​

​

3,017

Deferred tax assets

​

​

—

​

​

—

​

​

—

​

(K)

​

​

—

​

​

​

​

​

​

​

—

Investments held in Brokerage Account

​

​

232,316

​

​

—

​

​

(232,316)

​

(A)

​

​

—

​

​

—

​

(I)

​

​

—

Total assets

​

​

233,615

​

​

156,160

​

​

167,921

​

​

​

​

557,696

​

​

(232,300)

​

​

​

​

325,396

Liabilities and Equity

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Current liabilities

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Accounts payable and accrued expenses

​

$

355

​

$

19,248

​

​

​

​

​

​

$

19,603

​

​

​

​

​

​

$

19,603

Accrued compensation

​

​

—

​

​

7,259

​

​

​

​

​

​

​

7,259

​

​

​

​

​

​

​

7,259

Convertible notes payable

​

​

—

​

​

13,935

​

​

(13,935)

​

(H)

​

​

—

​

​

​

​

​

​

​

—

Deferred DOE cost share

​

​

—

​

​

13,752

​

​

​

​

​

​

​

13,752

​

​

​

​

​

​

​

13,752

Other accrued liabilities

​

​

—

​

​

1,837

​

​

​

​

​

​

​

1,837

​

​

​

​

​

​

​

1,837

Total current liabilities

​

​

355

​

​

56,031

​

​

(13,935)

​

​

​

​

42,451

​

​

—

​

​

​

​

42,451

Noncurrent liabilities

​

​

—

​

​

4,092

​

​

​

​

​

​

​

4,092

​

​

​

​

​

​

​

4,092

Deferred revenue

​

​

—

​

​

1,085

​

​

​

​

​

​

​

1,085

​

​

​

​

​

​

​

1,085

Deferred underwriting fees payable

​

​

8,050

​

​

—

​

​

(8,050)

​

(C)

​

​

—

​

​

—

​

​

​

​

—

Tax receivable agreement liability

​

​

—

​

​

—

​

​

—

​

(L)

​

​

—

​

​

​

​

​

​

​

—

Derivative warrant liabilities

​

​

30,174

​

​

—

​

​

​

​

​

​

​

30,174

​

​

​

​

​

​

​

30,174

Total liabilities

​

​

38,579

​

​

61,208

​

​

(21,985)

​

​

​

​

77,802

​

​

—

​

​

​

​

77,802

Commitments and Contingencies

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Redeemable shares

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Spring Valley Class A ordinary shares

​

​

232,300

​

​

—

​

​

(232,300)

​

(D)

​

​

—

​

​

​

​

​

​

​

—

NuScale mezzanine equity

​

​

​

​

​

82,140

​

​

(82,140)

​

(E)

​

​

—

​

​

​

​

​

​

​

—

Equity

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Spring Valley Preference shares

​

​

—

​

​

—

​

​

—

​

(D)

​

​

—

​

​

​

​

​

​

​

—

Spring Valley Class A ordinary shares

​

​

—

​

​

—

​

​

—

​

(D)

​

​

—

​

​

​

​

​

​

​

—

Spring Valley Class B ordinary shares

​

​

1

​

​

—

​

​

(1)

​

(F)

​

​

—

​

​

​

​

​

​

​

—

NuScale Common units

​

​

—

​

​

26,691

​

​

(26,691)

​

(E)

​

​

—

​

​

​

​

​

​

​

—

NuScale Convertible preferred units

​

​

—

​

​

739,694

​

​

(739,694)

​

(E)

​

​

—

​

​

​

​

​

​

​

—

The accompanying notes are integral to the unaudited pro forma condensed combined financial information

172

​

Spring Valley After Reclassifications (Note 2)

NuScale LLC (Historical)

Transaction Accounting Adjustments (Assuming no redemptions)

Notes

Pro Forma Combined (Assuming no redemptions)

Additional Transaction Accounting Adjustments (Assuming maximum redemptions)

Notes

Pro Forma Combined (Assuming maximum redemptions)

Class A Common Stock

​

​

—

​

​

—

​

​

2

​

(B)

​

​

5

​

​

(2)

​

(I)

​

​

3

​

​

​

​

​

​

​

​

​

2

​

(D)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

1

​

(F)

​

​

​

​

​

​

​

​

​

​

​

Class B Common Stock

​

​

​

​

​

​

​

​

18

​

(E)

​

​

18

​

​

​

​

​

​

​

18

Additional paid-in capital

​

​

—

​

​

—

​

​

210,998

​

(B)

​

​

264,373

​

​

(232,298)

​

(I)

​

​

122,411

​

​

​

​

​

​

​

​

​

(32,779)

​

(C)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

232,298

​

(D)

​

​

​

​

​

90,336

​

(J)

​

​

​

​

​

​

​

​

​

​

​

​

848,507

​

(E)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

(37,265)

​

(G)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

13,935

​

(H)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

(971,321)

​

(J)

​

​

​

​

​

​

​

​

​

​

​

Accumulated deficit

​

​

(37,265)

​

​

(753,573)

​

​

(2,250)

​

(C)

​

​

(161,717)

​

​

69,495

​

(J)

​

​

(92,222)

​

​

​

​

​

​

​

​

​

37,265

​

(G)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

594,106

​

(J)

​

​

​

​

​

​

​

​

​

​

​

Noncontrolling interest

​

​

​

​

​

​

​

​

377,215

​

(J)

​

​

377,215

​

​

(159,831)

​

(J)

​

​

217,384

Total equity/(deficit)

​

​

(37,264)

​

​

12,812

​

​

504,346

​

​

​

​

479,894

​

​

(232,300)

​

​

​

​

247,594

Total liabilities and equity/(deficit)

​

$

233,615

​

$

156,160

​

$

167,921

​

​

​

$

557,696

​

$

(232,300)

​

​

​

$

325,396

The accompanying notes are integral to the unaudited pro forma condensed combined financial information

173

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2021
(in thousands, except share and per share data)

​

Spring Valley After Reclassifications (See Note 2)

NuScale LLC (Historical)

Transaction Accounting Adjustments (Assuming no redemptions)

Notes

Pro Forma Combined (Assuming no redemptions)

Additional Transaction Accounting Adjustments (Assuming maximum redemptions)

Notes

Pro Forma Combined (Assuming maximum redemptions)

Revenue

​

$

—

​

​

1,333

​

​

​

​

​

​

$

1,333

​

​

​

​

​

​

$

1,333

Cost of sales

​

​

—

​

​

(807)

​

​

​

​

​

​

​

(807)

​

​

​

​

​

​

​

(807)

Gross margin

​

​

—

​

​

526

​

​

—

​

​

​

​

526

​

​

—

​

​

​

​

526

Other operating expenses:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Research and development

​

​

—

​

​

66,021

​

​

​

​

​

​

​

66,021

​

​

​

​

​

​

​

66,021

General and administrative

​

​

1,125

​

​

33,580

​

​

(250)

​

(Q)

​

​

34,455

​

​

​

​

​

​

​

34,455

Other expenses

​

​

—

​

​

24,166

​

​

​

​

​

​

​

24,166

​

​

​

​

​

​

​

24,166

Total other operating expenses

​

​

1,125

​

​

123,767

​

​

(250)

​

​

​

​

124,642

​

​

—

​

​

​

​

124,642

Loss from operations

​

​

(1,125)

​

​

(123,241)

​

​

250

​

​

​

​

(124,116)

​

​

—

​

​

​

​

(124,116)

Other income:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Department of Energy cost share

​

​

—

​

​

50,408

​

​

​

​

​

​

​

50,408

​

​

​

​

​

​

​

50,408

Interest expense

​

​

—

​

​

(1,613)

​

​

313

​

(M)

​

​

(1,300)

​

​

​

​

​

​

​

(1,300)

Gain on investments, dividends and interest, held in Trust Account

​

​

14

​

​

—

​

​

(14)

​

(O)

​

​

—

​

​

​

​

​

​

​

—

Change in fair value of derivative liabilities

​

​

3,486

​

​

—

​

​

​

​

​

​

​

3,486

​

​

​

​

​

​

​

3,486

Net loss

​

​

2,375

​

​

(74,446)

​

​

549

​

​

​

​

(71,522)

​

​

—

​

​

​

​

(71,522)

Net loss attributable to noncontrolling interest

​

​

—

​

​

—

​

​

(56,219)

​

(N)

​

​

(56,219)

​

​

(6,576)

​

(N)

​

​

(62,795)

Net income (loss) attributable to NuScale Corp

​

$

2,375

​

$

(74,446)

​

$

56,768

​

​

​

$

(15,303)

​

$

6,576

​

​

​

$

(8,727)

Net loss per ordinary share

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Weighted average shares outstanding of Class A redeemable ordinary shares

​

​

23,000,000

​

​

​

​

​

​

​

​

​

​

48,323,805

​

​

​

​

​

​

​

24,671,337

Basic and diluted net loss per ordinary share, Class A

​

$

0.08

​

​

​

​

​

​

​

(P)

​

$

(0.32)

​

​

​

​

(P)

​

$

(0.35)

Weighted average shares outstanding of Class B non-redeemable ordinary shares

​

​

5,750,000

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Basic and diluted net loss per ordinary share, Class B

​

$

0.08

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

The accompanying notes are integral to the unaudited pro forma condensed combined financial information

174

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2020
(in thousands, except share and per share data)

​

Spring Valley After Reclassifications (See Note 2)

NuScale LLC (Historical)

Transaction Accounting Adjustments (Assuming no redemptions)

Notes

Pro Forma Combined (Assuming no redemptions)

Additional Transaction Accounting Adjustments (Assuming maximum redemptions)

Notes

Pro Forma Combined (Assuming maximum redemptions)

Revenue

​

$

—

​

​

600

​

​

​

​

​

​

$

600

​

​

​

​

​

​

$

600

Cost of sales

​

​

—

​

​

(355)

​

​

​

​

​

​

​

(355)

​

​

​

​

​

​

​

(355)

Gross margin

​

​

—

​

​

245

​

​

—

​

​

​

​

245

​

​

—

​

​

​

​

245

Other operating expenses:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Research and development

​

​

—

​

​

95,267

​

​

​

​

​

​

​

95,267

​

​

​

​

​

​

​

95,267

General and administrative

​

​

114

​

​

37,176

​

​

2,500

​

(Q)

​

​

39,790

​

​

​

​

​

​

​

39,790

Other expenses

​

​

—

​

​

26,645

​

​

​

​

​

​

​

26,645

​

​

​

​

​

​

​

26,645

Total other operating expenses

​

​

114

​

​

159,088

​

​

2,500

​

​

​

​

161,702

​

​

—

​

​

​

​

161,702

Loss from operations

​

​

(114)

​

​

(158,843)

​

​

(2,500)

​

​

​

​

(161,457)

​

​

—

​

​

​

​

(161,457)

Other income:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Department of Energy cost share

​

​

—

​

​

71,109

​

​

​

​

​

​

​

71,109

​

​

​

​

​

​

​

71,109

Interest expense

​

​

—

​

​

(653)

​

​

409

​

(M)

​

​

(244)

​

​

​

​

​

​

​

(244)

Gain on investments, dividends and interest, held in Trust Account

​

​

2

​

​

—

​

​

(2)

​

(O)

​

​

—

​

​

​

​

​

​

​

—

Offering costs allocated to derivative liabilities

​

​

(749)

​

​

—

​

​

​

​

​

​

​

(749)

​

​

​

​

​

​

​

(749)

Change in fair value of derivative liabilities

​

​

(12,110)

​

​

—

​

​

​

​

​

​

​

(12,110)

​

​

​

​

​

​

​

(12,110)

Net loss

​

​

(12,971)

​

​

(88,387)

​

​

(2,093)

​

​

​

​

(103,451)

​

​

—

​

​

​

​

(103,451)

Net loss attributable to noncontrolling interest

​

​

—

​

​

—

​

​

(81,316)

​

(N)

​

​

(81,316)

​

​

(9,513)

​

(N)

​

​

(90,829)

Net loss attributable to NuScale Corp

​

$

(12,971)

​

$

(88,387)

​

$

79,223

​

​

​

$

(22,135)

​

$

9,513

​

​

​

$

(12,622)

Net loss per ordinary share

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Weighted average shares outstanding of Class A redeemable ordinary shares

​

​

23,000,000

​

​

​

​

​

​

​

​

​

​

48,323,805

​

​

​

​

​

​

​

24,671,337

Basic and diluted net loss per ordinary share, Class A

​

$

(0.56)

​

​

​

​

​

​

​

(P)

​

$

(0.46)

​

​

​

​

(P)

​

$

(0.51)

Weighted average shares outstanding of Class B non-redeemable ordinary shares

​

​

5,194,656

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Basic and diluted net loss per ordinary share, Class B

​

$

(2.50)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

The accompanying notes are integral to the unaudited pro forma condensed combined financial information

175

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

1.   Basis of Presentation

The unaudited pro forma condensed combined financial information has been prepared to illustrate the estimated effect of the Transactions.

Under each redemption scenario presented, the Transactions are shown as a reverse recapitalization as provided under U.S. GAAP. Spring Valley is the acquired company, with NuScale LLC treated as the acquirer. This determination reflects NuScale Equityholders holding a majority of the voting power of NuScale Corp, NuScale LLC’s pre-merger operations being the majority post-merger operations of NuScale Corp, and NuScale LLC’s management team retaining similar roles at NuScale Corp. Accordingly, although Spring Valley will be the legal parent company, GAAP dictates that the financial statements of the NuScale Corp will represent a continuation of NuScale LLC’s operations, with the Transactions being treated as though NuScale LLC issued ownership interests for Spring Valley, accompanied by a recapitalization. The net assets of NuScale LLC are stated at historical cost, with no incremental goodwill or other intangible assets recorded for the effects of the Merger with Spring Valley.

2.   Reclassifications

Certain reclassification adjustments have been made to conform Spring Valley’s historical financial statement presentation to that of NuScale LLC’s as follows:

​	Balance Sheet as of September 30, 2021
​	Spring Valley Before Reclassifications			Reclassification Adjustments			Spring Valley After Reclassifications
Accounts payable and accrued expenses	​	$	—	​	$	355	​	$	355
Accounts payable	​	​	345	​	$	(345)	​	​	—
Accrued expenses	​	​	10	​	$	(10)	​	​	—

​	Statement of Operations for the Nine Months Ended September 30, 2021
​	Spring Valley Before Reclassifications			Reclassification Adjustments			Spring Valley After Reclassifications
General and administrative	​	$	—	​	$	1,125	​	$	1,125
Formation and operating costs	​	​	1,125	​	​	(1,125)	​	​	—

​	Statement of Operations for the Year Ended December 31, 2020
​	Spring Valley Before Reclassifications			Reclassification Adjustments			Spring Valley After Reclassifications
General and administrative	​	$	—	​	$	114	​	$	114
Formation and operating costs	​	​	114	​	​	(114)	​	​	—

3.   Transaction Accounting Adjustments

The unaudited pro forma condensed combined financial information reflects:

(A)

The reclassification of cash and investments held in the Trust Account that becomes available at the Closing. Accordingly, cash and cash equivalents increased $232.3 million with elimination of investments held in brokerage account.

(B)

The gross proceeds of $211,000,000 from the PIPE Investment, in which 21,300,002 shares of NuScale Corp Class A Common Stock was issued pursuant to the Subscription Agreements. Accordingly, cash and cash equivalents increased by $211,000,000, with a corresponding increase in equity.

(C)

Estimated transaction costs in connection with the Transactions of $43.2 million under the Assuming No Redemptions scenario (of which $0.3 million was previously paid and recorded to

176

accumulated deficit). Of the total, $31.0 million relates to advisory, legal, and other fees to be incurred, $4.1 million relates to PIPE Investment fees and $8.1 million relates to deferred underwriting fees. Of these expenses, $32.8 million are expected to be recorded in additional paid-in capital and $2.3 million is expected to be recorded to accumulated deficit, while the remaining $8.1 million is related to settlement of deferred underwriting fees payable.

(D)

The reclassification of Spring Valley Class A ordinary shares subject to possible redemption to NuScale Corp Class A Common Stock.

(E)

The recapitalization of NuScale LLC’s equity and issuance of 177,782,129 shares of NuScale Corp Class B Common Stock as consideration for the reverse recapitalization. Existing NuScale LLC common and preferred units have been reclassified to common stock and additional paid-in capital at carrying value. The reclassification of NuScale mezzanine equity reflects the final review by the Committee on Foreign Investment in the United States during the fourth quarter of 2021 which has been reclassified to permanent equity for this presentation.

(F)

The reclassification of the Spring Valley Founder Shares from Spring Valley Class B ordinary shares to Spring Valley Class A ordinary shares at close.

(G)

The reclassification of Spring Valley’s historical accumulated deficit to additional paid-in capital as part of the reverse recapitalization.

(H)

The conversion of a note payable from NuScale LLC to Fluor into NuScale LLC Common Units, which are subsequently re-classified in the Merger as 8,208,052 NuScale LLC Class B Units, and the related issuance in the Transactions of an equal number of shares of NuScale Corp Class B Common Stock (see (J) for subsequent adjustments to reflect NuScale Equityholders’ economic interest in NuScale LLC). Accordingly, additional paid-in capital increases by $13.9 million with an equal decrease to convertible notes payable.

(I)

Amounts paid to the Public Shareholders who are assumed to exercise redemption rights under the Assuming Maximum Redemptions scenarios. Under the Assuming Maximum Redemptions scenario, all 23,000,000 Spring Valley Class A ordinary shares would be redeemed for aggregate redemption payments of $232,200,000. The redemptions at an assumed redemption price of $10.10 per share results in a reduction to equity with a corresponding decrease in cash held in the Trust Account.

(J)

An adjustment to reflect noncontrolling interest holders’ economic share of combined equity, pursuant to the post-combination structure of the combined companies. The respective controlling interests and noncontrolling interests in NuScale LLC as reflected in NuScale Corp’s financial statements will depend on the level of redemptions. Following the Closing, holders of NuScale Corp Class A Common Stock will own direct controlling interests in the results of the combined entity, while the NuScale Equityholders will own an economic interest in NuScale LLC shown as noncontrolling interest in equity in the financial statements of NuScale Corp. The indirect economic interests are held by the NuScale Equityholders in the form of NuScale LLC Class B Units that, together with the cancellation for no consideration of NuScale Corp Class B Common Stock, can be exchanged, at the election of the holder of NuScale LLC Class B Units and NuScale Corp Class B Common Stock, for NuScale Corp Class A Common Stock or, in certain circumstances including at the election of NuScale Corp, cash in an amount equal to the fair value of NuScale Corp Class A Common Stock. If NuScale Corp elects that the exchanged NuScale LLC Class B Units, together with cancellation for no consideration of the Class B Common Stock, will be settled in cash, the cash used to settle the exchange must be funded through an underwritten offering of NuScale Corp Class A Common Stock.

177

The following table summarizes the economic interests of NuScale Corp between the holders of NuScale Corp Class A Common Stock and indirect economic interests held by NuScale LLC Class B Unitholders (assuming all NuScale LLC Class B Units are exchanged for NuScale Corp Class A Common Stock) under each of the redemption scenarios:

​	Assuming No Redemptions				Assuming Maximum Redemptions
​	Economic Interests		% of Economic Interests		Economic Interests		% of Economic Interests
NuScale Corp Class A Common Stock	​	48,323,805	​	21.4%	​	24,671,337	​	12.2%
NuScale Class B Units (Noncontrolling interest)	​	177,782,129	​	78.6%	​	177,782,129	​	87.8%
​	​	226,105,934	​	100.0%	​	202,453,466	​	100.0%

The noncontrolling interest may decrease according to the number of shares of NuScale Corp Class B Common Stock and NuScale LLC Class B Units that are exchanged for shares of NuScale Corp Class A Common Stock. The calculation of noncontrolling interest is based on the net assets of NuScale Corp following the completion of the Transactions. Accordingly, in the Assuming No Redemptions scenario, noncontrolling interest increased to $377.2 million with a corresponding decrease in additional paid-in capital and accumulated deficit. In the Assuming Maximum Redemptions scenario, noncontrolling interest decreased to $217.4 million with a corresponding increase to additional paid-in capital and accumulated deficit.

(K)

Adjustments for deferred taxes, which arise from differences between the financial statement and tax basis in the NuScale LLC interests, including legacy step-up basis adjustments, and net operating losses recorded at NuScale Corp. The adjustments for deferred taxes assume:

I.

the GAAP balance sheet as of September 30, 2021 is adjusted for the pro forma entries described herein,

II.

the estimated tax basis as of September 30, 2021 is adjusted for the pro forma entries described herein,

III.

a full valuation allowance is established to offset the net deferred tax assets based upon the assessment of realizability, and

IV.

no material changes in tax law.

NuScale Corp accrues liabilities or adjusts deferred taxes for unrecognized tax benefits. NuScale Corp has not recorded any unrecognized tax benefits as of September 30, 2021, that, if recognized, would affect its annual effective tax rate. However, as NuScale Corp continues to evaluate various accounting considerations, it may record uncertain tax positions under GAAP.

(L)

No adjustments are reflected for the effects of the Tax Receivable Agreement, more fully described elsewhere in this Proxy Statement/Prospectus. As part of closing the Transactions, NuScale Corp will be a party to a Tax Receivable Agreement under which NuScale Corp will make payments to the TRA holders in respect of 85% of the net tax benefit to NuScale Corp of certain tax attributes. NuScale Corp anticipates that it will account for the income tax effects resulting from future taxable exercises of the redemption or call rights set forth in the A&R NuScale LLC Agreement by recognizing an increase in deferred tax assets, based on enacted tax rates at the date of each exchange. If there were an exchange of all the outstanding NuScale LLC common units immediately after the Transaction, the estimated tax benefits to NuScale Corp, subject to the Tax Receivable Agreement, would be approximately $604.8 million offset by related undiscounted payment to the TRA Holders equal to 85% of the benefit received of $514.1 million based on certain assumptions, including that NuScale Corp has sufficient taxable income to realize the tax benefit; there are no material tax law changes; and the fair market value of the exchanged shares is equal to $10 per share. At this time, a full valuation allowance would be established on any deferred tax

178

asset created based on NuScale LLC’s current assessment of the future realizability. Therefore, no liability related to future TRA payments has been reflected.

(M)

The estimated changes in interest expense for the assumed conversion of the Fluor Convertible Note (refer to adjustment (H) for details). Accordingly, interest expense decreased by $0.3 million and $0.4 million for the nine months ended September 30, 2021 and year ended December 31, 2020, respectively.

The net loss of NuScale Corp being reduced as summarized below.

​	Nine months ended September 30, 2021				Year ended December 31, 2020
(amounts in thousands)	Assuming No Redemptions		Assuming Maximum Redemptions		Assuming No Redemptions		Assuming Maximum Redemptions
Pro forma net loss	​	(71,522)	​	(71,522)	​	(103,451)	​	(103,451)
Noncontrolling interest percentage	​	78.6%	​	87.8%	​	78.6%	​	87.8%
Noncontrolling interest pro forma adjustment	​	(56,219)	​	(62,795)	​	(81,316)	​	(90,829)
Net loss attributable to NuScale Corp	​	(15,303)	​	(8,727)	​	(22,135)	​	(12,622)

(N)

The elimination of interest income and gain earned on the Trust Account.

(O)

The net loss per share calculated using the weighted average shares outstanding and the issuance of additional shares of NuScale Corp Class A Common Stock in connection with the Transactions, assuming that the shares were outstanding since January 1, 2020. The calculation of weighted average shares outstanding for net loss per share assumes that the shares issuable related to the Transactions have been outstanding for the entire period presented.

Under all scenarios presented, the unaudited pro forma condensed combined financial information reflects a net loss for NuScale Corp and therefore all potentially dilutive securities are anti-dilutive.

In addition, each NuScale LLC Class B Unit may be exchanged, together with the cancelation for no consideration of an equal number of shares of NuScale Corp Class B Common Stock for no consideration, for (i) one share of NuScale Corp Class A Common Stock, subject to conversion rate adjustments for stock splits, stock dividends and reclassification, or (ii) an equivalent amount of cash, subject to certain restrictions. If all NuScale LLC Class B Units and NuScale Corp Class B Common Stock were exchanged immediately following the Transactions, NuScale Corp Class A Common Stock outstanding would increase by 177,782,129 shares. In computing the dilutive effect, if any, the net income available to holders of NuScale Corp Class A Common Stock would increase due to elimination of the noncontrolling interest associated with the NuScale LLC Class B Units (including any tax impact). For the periods presented, such exchange is not reflected in the earnings per share calculation as the assumed exchange would be anti dilutive.

​	Nine months ended September 30, 2021				Year ended December 31, 2020
(amounts in thousands, except per share amounts)	Assuming No Redemptions		Assuming Maximum Redemptions		Assuming No Redemptions		Assuming Maximum Redemptions
Pro forma net loss attributable to NuScale Corp	​	(15,303)	​	(8,727)	​	(22,135)	​	(12,622)
Weighted average NuScale Corp Class A Common Stock outstanding, basic and diluted	​	48,323,805	​	24,671,337	​	48,323,805	​	24,671,337
Net loss per share of NuScale Corp Class A Common Stock, basic and diluted	​	(0.32)	​	(0.35)	​	(0.46)	​	(0.51)

179

​	Nine months ended September 30, 2021				Year ended December 31, 2020
(amounts in thousands, except per share amounts)	Assuming No Redemptions		Assuming Maximum Redemptions		Assuming No Redemptions		Assuming Maximum Redemptions
Spring Valley Class A Shareholders	​	23,000,000	​	—	​	23,000,000	​	—
Spring Valley Founders	​	4,023,803	​	3,371,335	​	4,023,803	​	3,371,335
PIPE Investors	​	21,300,002	​	21,300,002	​	21,300,002	​	21,300,002
Pro forma shares outstanding, basic and diluted	​	48,323,805	​	24,671,337	​	48,323,805	​	24,671,337

(P)

An adjustment for $2.5 million of estimated transaction costs in connection with the Transactions expected to be incurred during the first annual period post-close, of which $0.3 million were incurred during the nine months ended September 30, 2021. Such costs are non-recurring and were reflected as if incurred on January 1, 2020, the date the Transactions occurred for the purposes of the unaudited pro forma condensed combined statements of operations.

180

INFORMATION ABOUT SPRING VALLEY

We are a blank check company incorporated on August 20, 2020 as a Cayman Islands exempted company and formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. We reviewed a number of opportunities to enter into a business combination with an operating business, and we entered into the Merger Agreement on December 13, 2021. We intend to finance the Transactions through the issuance of 177,782,129 newly issued shares of NuScale Corp Class B Common Stock, which will be exchangeable, together with 177,782,129 NuScale LLC Class B Units, for 177,782,129 shares of NuScale Corp Class A Common Stock.

The Sponsor is an affiliate of Pearl, a Dallas, Texas-based investment firm with $1.2 billion of committed capital under management as of February 2021. Pearl was founded by William Quinn in 2015 and focuses on partnering with best-in-class management teams to invest in the North American energy industry, typically targeting opportunities requiring $25,000,000 to $100,000,000 of equity capital. Over the course of their careers, the principals at Pearl have executed on billions of dollars of aggregate transaction value through direct investment, financing and acquisitions, with experience spanning from venture to late stage buyout and across all parts of the business cycle.

On November 27, 2020, Spring Valley completed its Initial Public Offering of 20,000,000 Units, plus an additional 3,000,000 Units subsequently issued upon full exercise of the underwriters’ overallotment option, at a price of $10.00 per unit generating gross proceeds of $230,000,000 before underwriting discounts and expenses. Each unit consisted of one Spring Valley Class A ordinary share and one-half of one Spring Valley Public Warrant. Each whole Spring Valley Public Warrant entitles the holder thereof to purchase one Spring Valley Class A ordinary share at an exercise price of $11.50 per share, subject to certain adjustments. Simultaneous with the closing of its Initial Public Offering, Spring Valley completed the private placement of 8,900,000 Spring Valley Private Placement Warrants at a price of $1.00 per Spring Valley Private Placement Warrant to the Sponsor. The Spring Valley Private Placement Warrants sold in the private placement are substantially identical to the Spring Valley Public Warrants forming a part of the warrants sold in the Initial Public Offering, except that if held by the Sponsor or its permitted transferees, they (i) may be exercised for cash or on a cashless basis, (ii) are not subject to being called for redemption and (iii) subject to certain limited exceptions, will be subject to transfer restrictions until 30 days following the consummation of Spring Valley’s initial business combination. Prior to the consummation of Spring Valley’s Initial Public Offering, neither Spring Valley, nor any authorized person on its behalf, initiated any substantive discussions, formal or otherwise, with respect to a business combination involving Spring Valley.

Following the closing of our Initial Public Offering, an amount equal to $232,300,000 of the net proceeds from our Initial Public Offering and the sale of the Spring Valley Private Placement Warrants was placed in the Trust Account. The Trust Account may be invested only in United States government treasury bills with a maturity of 185 days or less or in money market funds investing solely in United States Treasuries and meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended, which invest only in direct United States government treasury obligations. As of September 30, 2021, funds in the Trust Account totaled approximately $232,316,486, all of which were held in United States treasury securities. These funds will remain in the Trust Account, except for the withdrawal of interest to pay income taxes, if any, until the earliest of (i) the completion of Spring Valley’s initial business combination, (ii) the redemption of any Public Shares properly tendered in connection with a shareholder vote to amend the Existing Organizational Documents to modify the substance and timing of our obligation to redeem 100% of the Public Shares if Spring Valley does not complete a business combination by May 27, 2022 (or November 27, 2022 if extended at the Sponsor’s option), or (iii) the redemption of all of the Public Shares if Spring Valley is unable to complete a business combination by May 27, 2022 (or November 27, 2022 if extended at the Sponsor’s option), subject to applicable law.

Spring Valley’s Units, Public Shares and Spring Valley Public Warrants are currently listed on Nasdaq under the symbols “SVSVU,” “SV” and “SVSVW,” respectively.

Financial Position

As of September 30, 2021, in the Trust Account, we had approximately $232,316,486 held in marketable securities, not taking into account payment of $8,050,000 of deferred underwriting commissions. With the

181

funds available, we offer a target business a variety of options such as creating a liquidity event for its owners, providing capital for the potential growth and expansion of its operations or strengthening its balance sheet by reducing its debt ratio. Because we are able to complete our initial business combination using Spring Valley’s cash, debt or equity securities, or a combination of the foregoing, we have the flexibility to use the most efficient combination that will allow us to tailor the consideration to be paid to the target business to fit its needs and desires.

Effecting Our Business Combination

Fair Market Value of Target Business

The Nasdaq Listing Rules require that our business combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned) at the time of our signing a definitive agreement in connection with our initial business combination. The Spring Valley Board determined that this test was met in connection with the proposed Transactions.

Lack of Business Diversification

For an indefinite period of time after the completion of our initial business combination, the prospects for our success may depend entirely on the performance of a single business. Unlike other entities that have the resources to complete business combinations with multiple entities in one or several industries, it is probable that we will not diversify our operations and mitigate the risks of being in a single line of business. By completing our initial business combination with only a single entity, our lack of diversification may:

•

subject us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the particular industry in which we operate after our initial business combination; and

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cause us to depend on the marketing and sale of a single product or limited number of products or services.

Redemption Rights for Public Shareholders upon Completion of the Merger

We are providing our Public Shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial business combination, including interest earned on the funds held in the Trust Account and not previously released to us to pay our income taxes, if any, divided by the number of the then-outstanding Public Shares, subject to the limitations described herein. The amount in the Trust Account was approximately $10.10 per Public Share as of September 30, 2021. The per share amount we will distribute to shareholders who properly redeem their shares will not be reduced by the deferred underwriting commissions that we will pay to the underwriters of our Initial Public Offering. The redemption rights include the requirement that a beneficial holder must identify itself in writing as a beneficial holder and provide its legal name, phone number and address to the Transfer Agent in order to validly redeem its shares. There will be no redemption rights upon the completion of our initial business combination with respect to Spring Valley Warrants. Further, we will not proceed with redeeming our Public Shares, even if a Public Shareholder has properly elected to redeem its shares, if the Merger does not close. The Sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any Spring Valley Founder Shares and Public Shares held by them in connection with (i) the completion of the Merger and (ii) a shareholder vote to approve an amendment to our Existing Organizational Documents (A) that would modify the substance or timing of our obligation to provide holders of Spring Valley Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our Public Shares if we do not complete our initial business combination by May 27, 2022 (or November 27, 2022 if extended at the Sponsor’s option) or (B) with respect to any other provision relating to the rights of holders of Spring Valley Class A ordinary shares. The redemptions referred to herein shall take effect as repurchases under the

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Existing Organizational Documents. No consideration was given to the Sponsor or Spring Valley’s current officers and directors in exchange for such waiver.

Limitations on Redemption Rights

Notwithstanding the foregoing, the Existing Organizational Documents provide that in no event will we redeem our Public Shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we do not then become subject to the SEC’s “penny stock” rules).

Redemption of Public Shares and Liquidation if No Business Combination

We have until May 27, 2022 (or November 27, 2022 if extended at the Sponsor’s option) to complete a business combination. If we are unable to consummate an initial business combination by May 27, 2022 (or November 27, 2022 if extended at the Sponsor’s option), we will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to pay our income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and the Spring Valley Board, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to our obligations under the Cayman Islands Companies Act to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to consummate an initial business combination by May 27, 2022 (or November 27, 2022 if extended at the Sponsor’s option). The Existing Organizational Documents provide that, if we wind up for any other reason prior to the consummation of our initial business combination, we will follow the foregoing procedures with respect to the liquidation of the Trust Account as promptly as reasonably possible but not more than ten business days thereafter, subject to applicable Cayman Islands law.

The Sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Spring Valley Founder Shares they hold if we fail to consummate an initial business combination by May 27, 2022 (or November 27, 2022 if extended at the Sponsor’s option) (although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if we fail to complete our initial business combination by May 27, 2022, or November 27, 2022, as applicable). No consideration was given to the Sponsor or Spring Valley’s current officers and directors in exchange for such waiver.

The Sponsor, and our executive officers and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to the Existing Organizational Documents (A) that would modify the substance or timing of our obligation to provide holders of Spring Valley Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our Public Shares if we do not complete our initial business combination by May 27, 2022 (or November 27, 2022 if extended at the Sponsor’s option) or (B) with respect to any other provision relating to the rights of holders of Spring Valley Class A ordinary shares, unless we provide our Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to pay our income taxes, if any, divided by the number of the then-outstanding Public Shares. However, we may not redeem our Public Shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we do not then become subject to the SEC’s “penny stock” rules). If this optional redemption right is exercised with respect to an excessive number of Public Shares such that we cannot satisfy the net tangible asset requirement, we would not proceed with the amendment or the related redemption of our Public Shares at such time. This redemption right shall apply in the event of the approval of any such amendment, whether proposed by the Sponsor, any executive officer, director or director nominee, or any other person.

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We expect that all costs and expenses associated with implementing our plan of dissolution, as well as payments to any creditors, will be funded from amounts remaining out of the proceeds of our Initial Public Offering held outside the Trust Account plus up to $100,000 of funds from the Trust Account available to us to pay dissolution expenses, although we cannot assure you that there will be sufficient funds for such purpose.

If we were to expend all of the net proceeds of our Initial Public Offering and the sale of Spring Valley Private Placement Warrants other than the proceeds deposited in the Trust Account, and without taking into account interest, if any, earned on the Trust Account, the per-share redemption amount received by shareholders upon our dissolution would be $10.10. The proceeds deposited in the Trust Account could, however, become subject to the claims of our creditors which would have higher priority than the claims of our Public Shareholders. We cannot assure you that the actual per-share redemption amount received by shareholders will not be less than $10.10. While we intend to pay such amounts, if any, we cannot assure you that we will have funds sufficient to pay or provide for all creditors’ claims.

Although we will seek to have all vendors, service providers (excluding our independent registered public accounting firm), prospective target businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of our Public Shareholders, there is no guarantee that they will execute such agreements or even if they execute such agreements that they would be prevented from bringing claims against the Trust Account including but not limited to fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain an advantage with respect to a claim against our assets, including the funds held in the Trust Account. If any third party refuses to execute an agreement waiving such claims to the monies held in the Trust Account, our management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such third party’s engagement would be significantly more beneficial to us than any alternative. Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. The underwriters of our Initial Public Offering will not execute agreements with us waiving such claims to the monies held in the Trust Account. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the Trust Account for any reason. In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to us if and to the extent any claims by a third party for services rendered or products sold to us (other than our independent registered accounting firm), or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below the lesser of (i) $10.10 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.10 per Public Share due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay our tax obligations, provided that such liability will not apply to any claims by a third party or prospective target business that executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under our indemnity of the underwriters of our Initial Public Offering against certain liabilities, including liabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third party claims. However, we have not asked the Sponsor to reserve for such indemnification obligations, nor have we independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and we believe that the Sponsor’s only assets are securities of our company. Therefore, we cannot assure you that the Sponsor would be able to satisfy those obligations. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

In the event that the proceeds in the Trust Account are reduced below the lesser of (i) $10.10 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.10 per Public Share due to reductions in the value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay our tax obligations, and the

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Sponsor asserts that it is unable to satisfy its indemnification obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against the Sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against the Sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment may choose not to do so in any particular instance. Accordingly, we cannot assure you that due to claims of creditors the actual value of the per-share redemption price will not be less than $10.10 per Public Share.

We will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Our Sponsor will also not be liable as to any claims under our indemnity of the underwriters of our Initial Public Offering against certain liabilities, including liabilities under the Securities Act. At September 30, 2021, we had access to up to $1,190,307 from the proceeds of the Initial Public Offering and the sale of the Spring Valley Private Placement Warrants with which to pay any such potential claims (including costs and expenses incurred in connection with our liquidation, currently estimated to be no more than approximately $100,000). In the event that we liquidate and it is subsequently determined that the reserve for claims and liabilities is insufficient, shareholders who received funds from our Trust Account could be liable for claims made by creditors; however, such liability will not be greater than the amount of funds from our Trust Account received by any such shareholder.

If we file a bankruptcy or insolvency or an involuntary bankruptcy or insolvency is filed against us that is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our shareholders. To the extent any bankruptcy claims deplete the Trust Account, we cannot assure you we will be able to return $10.10 per Public Share to our Public Shareholders. Additionally, if we file a bankruptcy or insolvency or an involuntary bankruptcy or insolvency is filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.”

As a result, a bankruptcy trustee could seek to recover some or all amounts received by our shareholders. Furthermore, the Spring Valley Board may be viewed as having breached its fiduciary duty to our creditors and/or may have acted in bad faith, and thereby exposing itself and our company to claims of punitive damages, by paying Public Shareholders from the Trust Account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons.

See “Risk Factors — Risks Related to the Transactions and Spring Valley — In the event we distribute the proceeds in the Trust Account to Public Shareholders and subsequently file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, a bankruptcy court may seek to recover such proceeds, and we and the Spring Valley Board may be exposed to claims of punitive damages.”

Employees

We currently have three executive officers. These individuals are not obligated to devote any specific number of hours to our matters but they intend to devote as much of their time as they deem necessary to our affairs until we have completed our initial business combination. The amount of time they will devote will vary based on whether a target business has been selected for our initial business combination and the stage of the business combination process we are in. We do not intend to have any full-time employees prior to the completion of our initial business combination.

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Directors and Executive Officers

Our executive officers and directors are as follows:

Name	Age	Position
Christopher Sorrells	53	Chief Executive Officer and Director
William Quinn	51	Chairman and Director
Jeffrey Schramm	51	Chief Financial Officer
Robert Kaplan	48	Vice President of Business Development
Debora Frodl	56	Director
Richard Thompson	72	Director
Patrick Wood, III	59	Director

Christopher Sorrells serves as our Chief Executive Officer and as a member of the Spring Valley Board. Mr. Sorrells has been an investor, operator, advisor and board member in the Sustainability industry for over 20 years. Mr. Sorrells is also the Chief Executive Officer and a director of Spring Valley Acquisition Corp. II, a Cayman Islands exempted company (“Spring Valley II”), a special purpose acquisition company similar to our company that was formed to consummate an initial business combination. Mr. Sorrells has served as the Chief Executive Officer of Spring Valley II since 2021. Mr. Sorrells currently serves as Lead Director and Chairman of the Compensation Committee for Renewable Energy Group, Inc. (Nasdaq: REGI), having previously served as Vice Chairman of its board and led the $100.0 million financing in 2006 to create the company. Renewable Energy Group, Inc.’s revenues have grown from $85.0 million in 2008 to $2.6 billion in 2019 via organic growth and an aggressive acquisition strategy. In addition, the stock price for Renewable Energy Group, Inc. has appreciated significantly since its Initial Public Offering in January 2012 while its market capitalization has grown to $4.6 billion as of February 16, 2021. Previously, Mr. Sorrells served as a Managing Director and then as an Operating Partner of NGP Energy Technology Partners (“NGP ETP”), an affiliate of Natural Gas Partners (“NGP”), a leading energy private equity fund with $20.0 billion of assets under management, which he helped grow into one of the most successful Sustainability-focused private equity funds. Mr. Sorrells and/or his former firms including NGP ETP have invested in over 30 Sustainability platforms in a broad range of companies across the Sustainability industry, including Renewable Energy Group, Inc. (Nasdaq: REGI), Power-One, Inc. (formerly Nasdaq: PWER), Caminus Corporation (formerly Nasdaq: CAMZ), Waste Resource Management, Inc., TPI Composites, Inc. (Nasdaq: TPIC) and others. In addition to leading investments, Mr. Sorrells has held a number of board positions for numerous public and private firms, including groSolar (which was later sold to EDF Renewables Inc.), GSE Systems, Inc. (Nasdaq: GVP) and Living Earth (which was later sold to Bain Capital Double Impact). As an operator, Mr. Sorrells has held a variety of senior executive leadership roles at Sustainability-focused companies including serving as Chief Operating Officer and Director of GSE Systems, Inc. Mr. Sorrells started his career in the energy, power and Sustainability industries as an investment banker at Salomon Smith Barney in 1996 and later at Banc of America Securities LLC where he created one of the first Sustainability-focused investment banking teams in 2000. Mr. Sorrells received his Master of Accounting from University of Southern California, an M.B.A. from The College of William and Mary and a B.A. from Washington and Lee University. Mr. Sorrells has more than 10 years of prior experience in the nuclear industry as an investor, board member and operator, which we believe makes him well suited to serve as a member of the NuScale Corp Board.

William Quinn serves as the Chairman of the Spring Valley Board. Since 2021, Mr. Quinn has also served as the Chairman of the board of directors of Spring Valley II and Victory Acquisition Corp., a Cayman Islands exempted company (“Victory”), a special purpose acquisition company similar to our company that was formed to consummate an initial business combination. Mr. Quinn has over 25 years of private equity investment experience and has been involved in transactions totaling in the multi-billion dollars in aggregate value. Currently, Mr. Quinn is the Managing Partner of Pearl, an investment firm with $1.2 billion of committed capital under management that he founded in 2015. Prior to founding Pearl, Mr. Quinn served as a Co-Managing Partner of Natural Gas Partners. During Mr. Quinn’s time at NGP, the firm raised funds totaling over $10.0 billion in cumulative committed capital, made multiple investments in the upstream, midstream and oilfield service and created a dedicated sustainable technology investment

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platform, NGP Energy Technology Partners. Mr. Quinn was a key contributor to the formation of NGP ETP in 2005 and served on its investment committee until 2013, during which time he oversaw their investments in the Sustainability, oil and gas, power, environmental, energy efficiency and clean energy subsectors, including Renewable Energy Group, Inc. (Nasdaq: REGI) and TPI Composites, Inc. (Nasdaq: TPIC), a global leader in wind blade manufacturing. Prior to joining NGP, Mr. Quinn worked at Rainwater, Inc. and Hicks, Muse, Tate and Furst, Inc. and worked as an analyst in the investment banking divisions of Bear Stearns & Co. and BT Securities Corporation. Mr. Quinn has served on the board of directors of numerous public and private companies, including Resolute Energy Corporation (NYSE: REN), which was taken public via Hicks Acquisition Company I in 2009 and subsequently sold to Cimarex Energy Co. (NYSE: XEC) in early 2019, and Eagle Rock Energy Partners, L.P. (Nasdaq: EROC). In addition to his investing activities, Mr. Quinn serves on the Board of Overseers of the Wharton School of the University of Pennsylvania and serves as a guest lecturer on private equity investing at Stanford University’s Graduate School of Business and the Wharton School of the University of Pennsylvania. Mr. Quinn received a B.S.E. in Finance from the Wharton School of the University of Pennsylvania, and an M.B.A. from the Stanford University Graduate School of Business.

Jeffrey Schramm serves as our Chief Financial Officer. Mr. Schramm has over 20 years of leadership, finance and operations experience in advanced materials and specialty chemical organizations with a deep understanding of the Sustainability industry, having worked with some of the leading venture capital and private equity funds such as Kleiner Perkins, Index Ventures and NGP Energy Technology Partners. Since 2021, Mr. Schramm has also served as the Chief Financial Officer of Spring Valley II and Victory. Previously, Mr. Schramm served as Chief Financial Officer at Lehigh from 2009 until 2019 where he was responsible for raising both debt and equity, as well as financial and administrative functions. Mr. Schramm was instrumental in Lehigh’s sale to a publicly traded company and largest tire manufacturer in Europe, Michelin, as the key part of its sustainability initiative. Prior to that, Mr. Schramm served as Vice President of Finance for Euramax International, Inc. (now OmniMax International, Inc.) in the Exterior Products & Fabral (fabrication) divisions from 2007 until 2009 where he managed a large multi-location team supporting revenues close to $1.0 billion annually. From 2000 to 2007, Mr. Schramm was with Kemira Chemicals, Inc. (formerly Vulcan Performance Chemicals) as head of Financial Planning & Analysis and North American CFO over the Pulp & Paper and Water Treatment specialty chemical businesses. During his time at Kemira Chemicals, Inc., Mr. Schramm was a key member of the acquisition team acquiring the Pulp & Paper chemicals business from Lanxess (LXS.DE) and the Pulp & Paper business from FinnChem USA. From 1993 to 2000, Mr. Schramm began his career at Milliken & Company in various roles starting in Accounting, Controllership and later served as Financial Planning & Analysis Manager in Procurement. Mr. Schramm earned a B.S. in Corporate Finance and Investment Management from the University of Alabama, and an M.B.A. from LaGrange College.

Robert Kaplan serves as our Vice President of Business Development. Mr. Kaplan is also the Vice President of Business Development of Spring Valley II, in which capacity he has served since 2021. Mr. Kaplan has over 20 years of investment banking experience in the Sustainability industry. Mr. Kaplan has been involved in over 60 transactions totaling $6.0 billion in transaction value. Mr. Kaplan was most recently Managing Director of Clean Technologies / Renewables at Stifel. In this role, Mr. Kaplan was responsible for the firm’s capital markets and advisory services in various sustainability subsectors, including, clean energy, biofuels, energy storage, energy efficiency, mobility and environmental technologies. Mr. Kaplan joined Stifel in 2010 in connection with Stifel’s acquisition of TWP in 2010. Mr. Kaplan joined TWP in 2007 as a Vice President in the Technology investment banking group with a focus on sustainable technologies. Prior to joining TWP, Mr. Kaplan started his investment banking career at First Albany where he was a founding member of one of the first Sustainability focused banking franchises on Wall Street. During his tenure at First Albany, Mr. Kaplan completed many of the industry’s first public offerings in various sustainability subsectors, such as solar, alternative fuels, mobility, fuel cells and the smart grid. Mr. Kaplan serves on the board of directors of TWO NIL, LLC. Mr. Kaplan received a B.S. in Finance from Lehigh University and an M.B.A. from the NYU Stern School of Business.

Debora Frodl serves as a member of the Spring Valley Board. Ms. Frodl has over 30 years of international business experience with General Electric Company. From 2012 to 2017, Ms. Frodl served as the Global Executive Director of Ecomagination. Ms. Frodl repositioned this sustainable technology strategy into one of multi-faceted innovation and expansive global growth. During Ms. Frodl’s tenure from 2012 to 2017, GE

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Ecomagination’s revenues exceeded $125.0 billion. From 2010 to 2012, Ms. Frodl served as GE’s Chief Strategy Officer and Global Alternative Fuels Leader where she pioneered the business strategy to decarbonize the commercial fleet industry through alternative fuel vehicles and infrastructure technologies. From 2005 to 2010, Ms. Frodl served as Chief Commercial Officer of GE Capital Fleet Services, from 2004 to 2005, as Chief Marketing Officer of GE Capital Commercial Equipment Finance and from 2002 to 2004, as Chief Executive Officer of GE Capital Dealer Finance. From 1999 to 2004, Ms. Frodl served as Chief Executive Officer of GE Capital Public Finance. Currently, Ms. Frodl serves on the board of directors for Renewable Energy Group, Inc. and ITC Holdings Corp. and Chair of the board for XL Hybrids, a leader in smart vehicle electrification for commercial fleets. Ms. Frodl has been recognized by Green Building & Design as 2017 “Woman in Sustainability Leadership,” Women’s Council on Energy and the Environment as 2014 “Woman of the Year,” Connected World Magazine as 2013 “Top Women in M2M.” Ms. Frodl holds an M.B.A. from the University of St. Thomas and BSBA from Minnesota State University.

Richard Thompson serves as a member of the Spring Valley Board. Mr. Thompson is also a member of the board of directors of Spring Valley II, in which capacity he has served since 2021. Mr. Thompson has over 35 years of international business experience in renewable energy, power electronics and semiconductors, including several billion-dollar public exits in the Sustainability industry. Currently, Mr. Thompson is a strategic adviser to Sumeru Equity Partners, a technology-focused private equity firm. From 2014 to 2016, Mr. Thompson was Executive Chairman of AVI-SPL, an $580.0 million privately held, global leader in video communications. From 2008 to October 2013, Mr. Thompson was President, Chief Executive Officer and a Director of Power-One, Inc. (formerly Nasdaq: PWER), a leading provider of renewable energy and power conversion solutions. During his tenure, Mr. Thompson successfully led the company through restructuring to become one of the largest renewable energy inverter suppliers worldwide, generating over $1.0 billion in sales in 2012, along with its sale to ABB (NYSE: ABB) for over $1.0 billion in equity value. Prior to joining Power-One, Inc., Mr. Thompson was Chief Financial Officer of American Power Conversion Corporation (Nasdaq: APCC) from 2005 to 2007, which was acquired in March 2007 by a French competitor, Schneider Electric SA (Paris: SU.PA), in an auction for $6.0 billion in enterprise value. From 1997 to 2005, Mr. Thompson was Chief Financial Officer of Artesyn Technologies (Nasdaq: ATSN) and was instrumental in creating one of the leading power component companies in the industry which was later sold to Emerson (NYSE: EMR) for $500.0 million. In addition to his role at Artesyn, Mr. Thompson was also General Manager of Spider Software and led the company’s merger with Zytec Inc. that created a robust power component and computer board business.

Patrick Wood, III serves as a member of the Spring Valley Board. Mr. Wood has over 25 years of experience in the development, financing, regulation, and the legal and policy issues of energy infrastructure. Currently, Mr. Wood serves as CEO of the Hunt Energy Network, a distributed energy platform company, since February 2019. Known for his role in setting up competitive energy markets in Texas and across the country, Mr. Wood served as Chairman of both the Public Utility Commission of Texas from 1995 to 2001 and the Federal Energy Regulatory Commission from 2001 to 2005. Since leaving public service, Mr. Wood has focused on developing energy infrastructure projects and companies. Mr. Wood currently serves as a director of SunPower (Nasdaq: SPWR) and of Quanta Services, Inc. (NYSE: PWR), including his recent appointment to Luma Energy, overseeing the Quanta-ATCO joint venture to operate the Puerto Rico utility system. Mr. Wood served as board chairman of independent power producer Dynegy from its emergence from bankruptcy in 2012 through its merger with Vistra Energy in 2018 for $1.7 billion in an all-stock deal, creating a $10.0 billion publicly traded equity valued company upon closing. Mr. Wood was a strategic advisor to Natural Gas Partners from 2005 to 2014, when he became an independent director of Memorial Resources Development (Nasdaq: MRD) upon its IPO in 2014. MRD was subsequently sold to Range Resources in 2016 for $4.2 billion in enterprise value. Mr. Wood was also a past director of TPI Composites, Inc. (Nasdaq: TPIC) and has prior affiliations with InfraREIT (NYSE: HIFR), Airtricity, First Wind, Texas Genco, The Texas A&M Smart Grid Council, the American Council on Renewable Energy, and remains a member of the National Petroleum Council.

Number and Terms of Office of Officers and Directors

The Spring Valley Board is divided into three (3) classes, with only one class of directors being appointed in each year, and with each class (except for those directors appointed prior to our first annual general meeting) serving a three-year term. In accordance with the Nasdaq corporate governance

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requirements, we are not required to hold an annual meeting until one year after our first fiscal year end following our listing on Nasdaq. The term of office of the first class of directors, consisting of Mr. Thompson and Mr. Wood, will expire at our first annual meeting of shareholders. The term of office of the second class of directors, consisting of Ms. Frodl, will expire at our second annual meeting of shareholders. The term of office of the third class of directors, consisting of Mr. Sorrells and Mr. Quinn, will expire at our third annual meeting of shareholders.

Prior to the completion of an initial business combination, any vacancy on the Spring Valley Board may be filled by a nominee chosen by holders of a majority of Spring Valley Class B ordinary shares. In addition, prior to the completion of an initial business combination, holders of a majority of Spring Valley Class B ordinary shares may remove a member of the Spring Valley Board for any reason.

Our officers are appointed by the Spring Valley Board and serve at the discretion of the Spring Valley Board, rather than for specific terms of office. The Spring Valley Board is authorized to appoint persons to the offices set forth in the Existing Organizational Documents as it deems appropriate. The Existing Organizational Documents provide that our officers may consist of one or more chairman of the Spring Valley Board, chief executive officer, president, chief financial officer, vice presidents, secretary, treasurer and such other offices as may be determined by the Spring Valley Board.

Committees of the Spring Valley Board

The Spring Valley Board has three standing committees: an audit committee, a nominating committee and a compensation committee. Each committee operates under a charter that has been approved by the Spring Valley Board and has the composition and responsibilities described below. The charter of each committee is available on our website.

Audit Committee

We established an audit committee of the Spring Valley Board. Debora Frodl, Richard Thompson and Patrick Wood, III serve as members of our audit committee. The Spring Valley Board has determined that each of Debora Frodl, Richard Thompson and Patrick Wood, III are independent. Richard Thompson serves as the Chairman of the audit committee. Each member of the audit committee meets the financial literacy requirements of Nasdaq and the Spring Valley Board has determined that Richard Thompson qualifies as an “audit committee financial expert” as defined in applicable SEC rules.

The audit committee is responsible for:

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meeting with our independent registered public accounting firm regarding, among other issues, audits and adequacy of our accounting and control systems;

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monitoring the independence of the independent registered public accounting firm;

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verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law;

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inquiring and discussing with management our compliance with applicable laws and regulations;

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pre-approving all audit services and permitted non-audit services to be performed by our independent registered public accounting firm, including the fees and terms of the services to be performed;

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appointing or replacing the independent registered public accounting firm;

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determining the compensation and oversight of the work of the independent registered public accounting firm (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work;

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establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies;

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monitoring compliance on a quarterly basis with the terms of our Initial Public Offering and, if any noncompliance is identified, immediately taking all action necessary to rectify such noncompliance or otherwise causing compliance with the terms of our Initial Public Offering; and

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reviewing and approving all payments made to our existing shareholders, executive officers or directors and their respective affiliates. Any payments made to members of our audit committee will be reviewed and approved by the Spring Valley Board, with the interested director or directors abstaining from such review and approval.

Nominating Committee

We established a nominating committee of the Spring Valley Board. The members of our nominating committee are Debora Frodl, Richard Thompson and Patrick Wood, III and Debora Frodl serves as chairman of the nominating committee. The Spring Valley Board has determined that each of Debora Frodl, Richard Thompson and Patrick Wood, III are independent.

The nominating committee is responsible for overseeing the selection of persons to be nominated to serve on the Spring Valley Board. The nominating committee considers persons identified by its members, management, shareholders, investment bankers and others.

Guidelines for Selecting Director Nominees

The guidelines for selecting nominees, which are specified in a charter adopted by us, generally provide that persons to be nominated:

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should have demonstrated notable or significant achievements in business, education or public service;

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should possess the requisite intelligence, education and experience to make a significant contribution to the Spring Valley Board and bring a range of skills, diverse perspectives and backgrounds to its deliberations; and

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should have the highest ethical standards, a strong sense of professionalism and intense dedication to serving the interests of the shareholders.

The nominating committee considers a number of qualifications relating to management and leadership experience, background and integrity and professionalism in evaluating a person’s candidacy for membership on the Spring Valley Board. The nominating committee may require certain skills or attributes, such as financial or accounting experience, to meet specific board needs that arise from time to time and will also consider the overall experience and makeup of its members to obtain a broad and diverse mix of board members. The nominating committee does not distinguish among nominees recommended by shareholders and other persons.

Compensation Committee

We established a compensation committee of the Spring Valley Board. The members of our compensation committee are Debora Frodl, Richard Thompson and Patrick Wood, III and Patrick Wood, III serves as chairman of the compensation committee.

The Spring Valley Board has determined that each of Debora Frodl, Richard Thompson and Patrick Wood, III are independent. We adopted a compensation committee charter, which details the principal functions of the compensation committee, including:

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reviewing and approving on an annual basis the corporate goals and objectives relevant to our President’s, Chief Financial Officer’s and Chief Operating Officer’s performance, evaluating our President’s, Chief Financial Officer’s and Chief Operating Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our President, Chief Financial Officer and Chief Operating Officer based on such evaluation;

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reviewing and approving the compensation of all of our other Section 16 executive officers;

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reviewing our executive compensation policies and plans;

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implementing and administering our incentive compensation equity-based remuneration plans;

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assisting management in complying with our proxy statement and annual report disclosure requirements;

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approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees;

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producing a report on executive compensation to be included in our annual proxy statement; and

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reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.

The charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC.

Compensation Committee Interlocks and Insider Participation

None of our executive officers currently serves, and in the past year has not served, as a member of the compensation committee of any entity that has one or more executive officers serving on the Spring Valley Board.

Code of Ethics

We adopted a code of ethics applicable to our directors, officers and employees (“Code of Ethics”). A copy of the Code of Ethics will be provided without charge upon request from us. We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics in a Current Report on Form 8-K.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our officers, directors and persons who beneficially own more than ten percent of our ordinary shares to file reports of ownership and changes in ownership with the SEC. These reporting persons are also required to furnish us with copies of all Section 16(a) forms they file.

Conflicts of Interest

Under Cayman Islands law, all of our directors owe three types of duties to us: (i) statutory duties, (ii) fiduciary duties, and (iii) common law duties. A Cayman Islands director’s fiduciary duties are not codified, however the courts of the Cayman Islands have held that a director owes the following fiduciary duties: (a) a duty to act in what the director bona fide considers to be in the best interests of the company, (b) a duty to exercise their powers for the purposes they were conferred, (c) a duty to avoid fettering his or her discretion in the future and (d) a duty to avoid conflicts of interest. The common law duties owed by a director are those to act with skill, care and diligence that may reasonably be expected of a person carrying out the same functions as are carried out by that director in relation to the company and, also, to act with the skill, care and diligence in keeping with a standard of care commensurate with any particular skill they have which enables them to meet a higher standard than a director without those skills. In fulfilling their duty of care to us, our directors must ensure compliance with the Existing Organizational Documents. We have the right to seek damages if a duty owed by any of our directors is breached. As set out above, directors have a duty not to put themselves in a position of conflict and this includes a duty not to engage in self-dealing, or to otherwise benefit as a result of their position. However, in some instances what would otherwise be a breach of this duty can be forgiven and/or authorized in advance by the shareholders provided that there is full disclosure by the directors. This can be done by way of permission granted in the Existing Organizational Documents or alternatively by shareholder approval at general meetings.

Prior to the consummation of the Transactions, certain of our officers and directors presently have, and any of them in the future are expected to have, additional fiduciary and contractual duties to other

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entities. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, then, subject to their fiduciary duties under the Cayman Islands Companies Act, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such entity before we can pursue such opportunity. The Existing Organizational Documents provide that Spring Valley renounces its interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of Spring Valley, respectively, and such opportunity is one Spring Valley is legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue. Spring Valley is not aware of any such corporate opportunities not being offered to Spring Valley and does not believe that waiver of the corporate opportunities doctrine has materially affected Spring Valley’s search for an acquisition target or will materially affect Spring Valley’s ability to complete its initial business combination.

Potential investors should also be aware of the following other potential conflicts of interest:

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Our executive officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and our search for a business combination and their other businesses. We do not intend to have any full-time employees prior to the completion of the Transactions. Each of our executive officers is engaged in several other business endeavors for which he may be entitled to substantial compensation, and our executive officers are not obligated to contribute any specific number of hours per week to our affairs.

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The Sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any Spring Valley Class B ordinary shares and Public Shares held by them in connection with (i) the completion of the Transactions and (ii) a shareholder vote to approve an amendment to our Existing Organizational Documents (A) that would modify the substance or timing of our obligation to provide holders of Spring Valley Class A ordinary shares the right to have their shares redeemed in connection with the Transactions or to redeem 100% of our Public Shares if we do not complete an initial business combination May 27, 2022 (or November 27, 2022 if extended at the Sponsor’s option) or (B) with respect to any other provision relating to the rights of holders of Spring Valley Class A ordinary shares. No consideration was given to the Sponsor or Spring Valley’s current officers and directors in exchange for such waiver.

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The Sponsor has entered into an agreement with us, pursuant to which the parties thereto agreed, among other things, (i) to certain vesting and forfeiture terms with respect to up to 35% of the NuScale Corp Common Stock beneficially owned by the Sponsor immediately following the Closing, and (ii) to subject the Sponsor to a post-Closing lock-up period that ends on the earlier to occur of one year after the Closing Date and if, following the 150th day after the Closing Date, over any 20 trading days within any 30 trading day period, the VWAP of the NuScale Corp Common Stock is greater than or equal to $12.00 per share, then upon the close of such 20th trading day, in each case, on the terms and subject to the conditions set forth in the Sponsor Letter Agreement.

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Our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination.

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The Sponsor paid an aggregate of $25,000 for 7,187,500 Spring Valley Class B ordinary shares, 5,750,000 of which are currently owned directly or indirectly by the Initial Shareholders, the aggregate value of which is estimated to be approximately $72,234,375, assuming the per share value of the NuScale Corp Class A Common Stock is the same as the $10.05 per share closing price of the Spring Valley Class A ordinary shares on Nasdaq as of January 4, 2022, and these Spring Valley Class B ordinary shares will be worthless if a business combination is not consummated by May 27, 2022 (or November 27, 2022 if extended at the Sponsor’s option).

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The Sponsor paid $8,900,000 for its Spring Valley Private Placement Warrants, the aggregate value of which is estimated to be approximately $12,015,000, assuming the per warrant value of the NuScale Corp Warrants is the same as the $1.35 per warrant closing price of the Spring Valley Warrants on

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Nasdaq as of January 4, 2022, and the Spring Valley Private Placement Warrants would be worthless if a business combination is not consummated by May 27, 2022 (or November 27, 2022 if extended at the Sponsor’s option).

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The Sponsor will benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to stockholders rather than liquidate.

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The Sponsor purchased its Spring Valley Class B ordinary shares from Spring Valley at a price of approximately $0.003 per Spring Valley Class B ordinary share, or an aggregate purchase price of $25,000. Given the differential in purchase price that the Sponsor paid for the Spring Valley Class B ordinary shares as compared to the price of the Spring Valley units sold in the IPO, the Initial Shareholders may realize a positive rate of return on such investment even if Spring Valley public shareholders experience a negative rate of return following the business combination.

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Spring Valley’s independent directors own an aggregate of 120,000 Spring Valley Class B ordinary shares that were issued to Spring Valley’s independent directors, which if unrestricted and freely tradeable would be valued at approximately $      , based on the closing price of Spring Valley Class A ordinary shares $      per share on     , 2021, the record date for the Spring Valley special meeting.

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The Sponsor and Spring Valley’s officers and directors will lose their entire investment in Spring Valley and will not be reimbursed for any out-of-pocket expenses if an initial business combination is not consummated by May 27, 2022 (or November 27, 2022 if extended at the Sponsor’s option). Accordingly, Spring Valley may not be able to reimburse these expenses if the Business Combination or another business combination is not completed by May 27, 2022 (or November 27, 2022 if extended at the Sponsor’s option). As of the record date, the Sponsor and Spring Valley’s officers and directors and their affiliates had incurred approximately $      of unpaid reimbursable expenses.

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The anticipated appointment of Christopher Sorrells, a director of Spring Valley, to the NuScale Corp Board following the Closing.

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The terms and provisions of certain additional agreements to be entered into pursuant to the Business Combination Agreement (collectively, the “Related Agreements”) as set forth in detail under the section entitled “The Transactions — Related Agreements.”

We cannot assure you that any of the above-mentioned conflicts will be resolved in our favor.

Accordingly, as a result of multiple business affiliations, Spring Valley’s officers and directors may have similar legal obligations relating to presenting business opportunities meeting the above-listed criteria to multiple entities. If any of the above executive officers or directors become aware of a business combination opportunity which is suitable for any of the above entities to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such entity, and only present it to Spring Valley if such entity rejects the opportunity, subject to their fiduciary duties under the Cayman Islands Companies Act. Spring Valley does not believe, however, that any of the foregoing fiduciary duties or contractual obligations will materially affect Spring Valley’s ability to complete a business combination.

The Spring Valley Board considered a wide variety of factors in connection with its evaluation of the Transactions. In light of the complexity of those factors, the Spring Valley Board, as a whole, did not consider it practicable to, nor did it attempt to, quantify or otherwise assign relative weights to the specific factors it took into account in reaching its decision. The Spring Valley Board viewed its decision as being based on all of the information available and the factors presented to and considered by it. In addition, individual members of the Spring Valley Board may have given different weight to different factors. This explanation of the reasons for the Spring Valley Board’s approval of the Transactions, and all other information presented in this section, is forward-looking in nature and, therefore, should be read in light of the factors discussed in the section entitled “Cautionary Statement Regarding Forward-Looking Statements.”

Limitation on Liability and Indemnification of Officers and Directors

Cayman Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such

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provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against willful default, willful neglect, civil fraud or the consequences of committing a crime. The Existing Organizational Documents provide for indemnification of our officers and directors to the maximum extent permitted by law, including for any liability incurred in their capacities as such, except through their own actual fraud, willful default or willful neglect. We will enter into agreements with our directors and officers to provide contractual indemnification in addition to the indemnification provided for in our Existing Organizational Documents. We expect to purchase a policy of directors’ and officers’ liability insurance that insures our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers and directors.

Our officers and directors have agreed to waive any right, title, interest or claim of any kind in or to any monies in the Trust Account, and have agreed to waive any right, title, interest or claim of any kind they may have in the future as a result of, or arising out of, any services provided to us and will not seek recourse against the Trust Account for any reason whatsoever (except to the extent they are entitled to funds from the Trust Account due to their ownership of Public Shares). Accordingly, any indemnification provided will only be able to be satisfied by us if (i) we have sufficient funds outside of the Trust Account or (ii) we consummate an initial business combination.

Our indemnification obligations may discourage shareholders from bringing a lawsuit against our officers or directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against our officers and directors, even though such an action, if successful, might otherwise benefit us and our shareholders. Furthermore, a shareholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against our officers and directors pursuant to these indemnification provisions.

We believe that these provisions and the insurance and the indemnity agreements are necessary to attract and retain talented and experienced officers and directors.

Executive Compensation and Director Compensation and Other Interests

On August 21, 2020, the Sponsor paid an aggregate of $25,000 for certain expenses on behalf of the Company in exchange for issuance of 7,187,500 Spring Valley Class B ordinary shares, of which 5,750,000 remain outstanding. On September 30, 2020, the Sponsor transferred 40,000 Spring Valley Founder Shares to each of Debora Frodl, Richard Thompson and Patrick Wood, III, the Company’s independent director nominees. On October 22, 2020, Sponsor irrevocably surrendered to Spring Valley for cancellation and for nil consideration 1,437,500 Spring Valley Class B ordinary shares resulting in 5,750,000 Spring Valley Class B ordinary shares outstanding. In addition, the Sponsor, executive officers and directors, and any of their respective affiliates are reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee reviews on a quarterly basis all payments that were made by us to the Sponsor, executive officers or directors, or our or their affiliates. Any such payments prior to an initial business combination will be made using funds held outside the Trust Account. Other than quarterly audit committee review of such reimbursements, we do not have any additional controls in place governing our reimbursement payments to our directors and executive officers for their out-of-pocket expenses incurred in connection with our activities on our behalf in connection with identifying and consummating an initial business combination. Other than these payments and reimbursements, no compensation of any kind, including finder’s and consulting fees, will be paid by the company to the Sponsor, executive officers and directors, or any of their respective affiliates, prior to completion of our initial business combination.

After the completion of the Transactions, directors or members of our management team who remain with us may be paid consulting or management fees by NuScale Corp. All of these fees will be fully disclosed to shareholders, to the extent then known, in the proxy solicitation materials or tender offer materials furnished to our shareholders in connection with a proposed business combination. We have not established any limit on the amount of such fees that may be paid by NuScale Corp to our directors or members of management. It is unlikely the amount of such compensation will be known at the time of the proposed business combination because the directors of the post-combination business will be responsible for determining executive officer and director compensation. Any compensation to be paid to our executive

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officers will be determined or recommended to the Spring Valley Board for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on the Spring Valley Board.

We do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation of our initial business combination, although it is possible that some or all of our executive officers and directors may negotiate employment or consulting arrangements to remain with us after our initial business combination. The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our management’s motivation in identifying or selecting a target business but we do not believe that the ability of our management to remain with us after the consummation of our initial business combination will be a determining factor in our decision to proceed with any potential business combination. We are not party to any agreements with our executive officers and directors that provide for benefits upon termination of employment.

Director Independence

Nasdaq listing standards require that a majority of the Spring Valley Board be independent. An “independent director” is defined generally as a person other than an officer or employee of Spring Valley or its subsidiaries or any other individual having a relationship with Spring Valley which, in the opinion of the Spring Valley Board, could interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. We have “independent directors” as defined in Nasdaq’s listing standards and applicable SEC rules. The Spring Valley Board has determined that Debora Frodl, Richard Thompson and Patrick Wood, III are “independent directors” as defined in the Nasdaq listing standards and applicable SEC rules. Our independent directors have regularly scheduled meetings at which only independent directors are present.

Legal Proceedings

There is no material litigation, arbitration or governmental proceeding currently pending or, to our knowledge, threatened against us or any members of our management team in their capacity as such.

Properties

We currently maintain our executive offices at 2100 McKinney Ave, Suite 1675, Dallas, TX 75201. The cost for our use of this space is included in the $10,000 per month fee we will pay to an affiliate of the Sponsor for office space, administrative and support services, commencing on the date that our securities are first listed on Nasdaq. Upon consummation of the Transactions, the principal executive offices of NuScale Corp will be located at 6650 SW Redwood Lane, Suite 210, Portland, OR 97224.

Competition

If we succeed in effecting the Transactions with NuScale LLC, there will be, in all likelihood, significant competition from NuScale LLC’s competitors. We cannot assure you that, subsequent to the Transactions, we will have the resources or ability to compete effectively.

Periodic Reporting and Audited Financial Statements

Spring Valley has registered its securities under the Exchange Act and has reporting obligations, including the requirement to file annual and quarterly reports with the SEC. In accordance with the requirements of the Exchange Act, Spring Valley’s annual reports contain financial statements audited by Spring Valley’s independent registered public accounting firm.

Section 404 of the Sarbanes-Oxley Act requires that we evaluate and report on our system of internal controls beginning with our Annual Report on Form 10-K for the year ending December 31, 2021. Only in the event we are deemed to be a large accelerated filer or an accelerated filer and no longer qualify as an EGC will we not be required to comply with the independent registered public accounting firm attestation requirement concerning our internal controls over financial reporting. The fact that we are a blank check company makes compliance with the requirements of the Sarbanes-Oxley Act particularly burdensome on

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us as compared to other public companies because a target business with which we seek to complete our initial business combination may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of its internal controls. The development of the internal controls of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such acquisition. We do not expect the Transactions to immediately effect our status as an EGC and, therefore, will continue to qualify for certain exemptions provided for EGCs, including those provided in Section 404 of the Sarbanes-Oxley Act.

We are a Cayman Islands exempted company. Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Cayman Islands Companies Act. As an exempted company, we have applied for and received a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Law (2018 Revision) of the Cayman Islands, for a period of 20 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations will apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax will be payable (i) on or in respect of our shares, debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us.

We are an EGC. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not EGCs including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.

In addition, Section 107 of the JOBS Act also provides that an EGC can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an EGC can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period.

We will remain an EGC until the earlier of (i) the last day of the fiscal year (a) following the fifth anniversary of the completion of our Initial Public Offering, (b) in which we have total annual gross revenue of at least $1,070,000,000, or (c) in which we are deemed to be a large accelerated filer, which means the market value of Spring Valley Class A ordinary shares that are held by non-affiliates exceeds $700,000,000 as of the prior June 30th, and (ii) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period. We expect to remain an EGC until December 31, 2025, the last day of the fiscal year following the fifth anniversary of the completion of our Initial Public Offering.

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BUSINESS OF NUSCALE LLC

Unless the context otherwise requires, all references in this section to the “Company,” “we,” “us” or “our” refer to the business of NuScale LLC.

Overview

NuScale LLC is redefining nuclear power through its proprietary and innovative SMR technology that will deliver safe, scalable, cost-effective and reliable carbon-free power. Our core technology, the NPM, can generate 77 MWe and is premised on well-established nuclear technology principles, with a focus on the integration of components, simplification or elimination of systems and use of passive safety features. We believe this results in a safe and highly reliable power plant, suitable to be sited close to where electricity or process heat is needed. Our flagship power plant, named VOYGR, is a scalable plant design that can accommodate up to 12 NPMs, resulting in a total gross output of 924 MWe. NuScale LLC expects the first VOYGR power plant to be operational in 2029, as reflected in its projected financial information disclosed under “The Transactions — The Spring Valley Board’s Reasons for the Transactions — Certain NuScale LLC Projected Financial Information.”

Since 2007, we and the DOE have invested over $1.3 billion toward the development of our NPM and VOYGR power plant technology and we have been issued 425 patents globally, with an additional 209 patents currently pending. In September 2020, NuScale LLC’s 12-module VOYGR-12 design (currently approved for 160 MWt or 50 MWe per NPM) became the first and only SMR to receive a U.S. Nuclear Regulatory Commission (“NRC”) Standard Design Approval (“SDA”). The approval was a critical milestone that allows customers to move forward with plans to develop VOYGR power plants, knowing that safety aspects of the NuScale LLC design are NRC-approved. In 2022, we plan to submit an application seeking an SDA for an increase in NPM power from 50 MWe to 77 MWe (160 MWt to 250 MWt) per module, which we expect to receive in 2024. NuScale LLC expects to be ready to deliver modules to customers by 2027.

The unique NuScale LLC SMR has several key defining characteristics, including:

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Proven.   Our NPM technology leverages existing light water nuclear reactor technology and fuel supply that have been operating globally for over 60 years.

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Simple.   NuScale LLC’s simple design, based on natural circulation, integrates the reactor core, steam generators and pressurizer in a single factory-built vessel and eliminates the need for reactor coolant circulating pumps, large bore piping and other components found in conventional large-scale nuclear reactors. This simplicity improves safety and reduces capital and operational costs.

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Scalable.   In addition to its flagship 12-module (924 MWe) VOYGR-12 power plant, NuScale LLC will offer smaller power plant solutions including the six-module (462 MWe) VOYGR-6 and the four-module (308 MWe) VOYGR-4. These VOYGR power plants can commence operation with one module and scale to house up to their approved capacity of twelve, six or four modules, respectively. This scalability allows customers to right-size their up-front capital investment and economically increase installed capacity over time through the addition of NPMs as needed.

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Safe.   VOYGR power plants have been designed to be the safest in the world, and have several key, industry-first advantages over conventional large-scale nuclear plants, including an unlimited “coping” period during which the NPMs can be shut down and kept in a safe condition without operator intervention, AC or DC power, or any additional cooling water. As a result, we have numerous operational and commercial advantages including a safety case that supports a small, site-boundary emergency planning zone (“EPZ”) designation by the NRC, as well as various resiliency and reliability features including the ability to start and operate a plant without AC or DC power to provide first-responder power.

In addition to the sale of NPMs and our VOYGR power plant designs, NuScale LLC will offer a diversified suite of services throughout the development and operating life of the power plant. Our suite of services includes licensing support, testing, training, fuel supply services, and program management, among others. We anticipate that our service offering will have high penetration rates across our customer base and will provide consistent, recurring revenues to NuScale LLC throughout the life of the VOYGR power

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plant. We expect service revenue to begin approximately eight years prior to a power plant’s commercial operation date and to extend throughout the life of the power plant.

Our potential customers are a mix of domestic and international governments, political subdivisions, utilities, state-owned enterprises and industrial companies in need of carbon-free, reliable energy. Our first contract to deploy a VOYGR power plant is with UAMPS. UAMPS is expected to deploy a six-module (462 MWe) VOYGR-6 power plant as part of its CFPP located at the Idaho National Laboratory near Idaho Falls, Idaho. Construction at the CFPP is expected to begin in 2025 and the plant is expected to be operational in 2029. Additionally, in November 2021, we signed a teaming agreement with S.N. Nuclearelectrica to advance the delivery of our technology in Romania as early as 2027. In total, our sales pipeline currently includes over 110 active customer opportunities and 19 signed Memoranda of Understanding (“MOUs”) globally, which is reflected in NuScale LLC’s projected financial information disclosed under “The Transactions — The Spring Valley Board’s Reasons for the Transactions — Certain NuScale LLC Projected Financial Information.”

To date, the DOE has granted NuScale LLC four separate cost-share awards totaling more than $656 million, including $350 million as part of a 5-year, $700 million 50/50 cost-share award granted in 2020. NuScale LLC also benefits from a global network of strategic investors and supply chain partners that we expect will play an integral role in bringing NuScale LLC’s technology to market around the world. Fluor, a leading global EPC firm, is the majority investor in NuScale and collaborates with NuScale on plant standard design and the provision of EPC services to NuScale’s customers. Other strategic investors and supply chain partners include Doosan; Sargent & Lundy, LLC; Sarens; JGC; IHI; GS Energy Corporation; and Samsung C&T, among others.

Industry

According to BloombergNEF’s New Energy Outlook 2021 “Red Scenario” ​(“NEO 2021”), which includes SMR capacity as part of the pathway to global net-zero carbon emissions, global power consumption is expected to increase 191% between 2020 and 2040, requiring approximately 22,000 gigawatts (“GW”) of additional generating capacity. Today, the energy and power markets are undergoing dramatic changes as they shift from fossil fuels to carbon-free sources. A series of technological, economic, regulatory, social and investor pressures are leading the drive to decarbonize electricity and other sectors, such as transportation (electric vehicles) and buildings (electric heating). As such, the majority of required global capacity additions, including the replacement of existing carbon-intensive power generation, is expected to come from carbon-free generation.

Technology Improvements.   Technology advancements will continue to have a tremendous influence on world energy mix in the future. According to the BloombergNEF, solar photovoltaic (“PV”) capacity has grown 37% annually since 2000 and now accounts for approximately 10% of global power generation capacity. A primary reason for this growth has been technological advances throughout the solar value chain, resulting in an approximate 96% decline in PV module prices from $4.90 to $0.20 per watt over that same period, according to International Energy Agency. We believe that technological improvements in SMRs and other carbon-free generation sources will catalyze similar adoption trends going forward.

Economic and Reliability Requirements.   Utilities are looking to deploy carbon-free power generation technologies due to a variety of economic and reliability drivers. Renewables, such as wind and solar, now have a levelized cost of electricity similar to that of many traditional forms of power and have become a focal point in the push to deploy carbon-free generation. However, renewables alone are not a practical solution for regional power grids and baseload generation is required to solve for factors such as intermittency, transmission constraints and land use limitations. In these cases, we believe that nuclear, and specifically SMRs, are the only viable carbon-free baseload power solution that can address the global need for carbon-free generation.

Regulatory Mandates and Government Funding.   On December 8, 2021, President Biden signed an executive order mandating all electricity procured by the government be 100% carbon pollution-free by 2030, including at least 50% from around-the-clock dispatchable generation sources. The order also requires that federally owned buildings produce no net emissions by 2045 and that each federal agency achieve 100% zero-emission vehicle acquisitions by 2035. Additionally, on November 15, 2021, the U.S. Infrastructure

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Investment and Jobs Act was signed into law that includes $65 billion in funding for power and grid investments. This includes investments in grid reliability and resiliency as well as clean energy technologies such as carbon capture, hydrogen and advanced nuclear, including SMRs.

Internationally, more than 190 countries and the European Union have signed the Paris Agreement, which seeks to keep the rise in mean global temperature to below 2°C above pre-industrial levels. Currently, more than 130 countries, including China and the United States — the countries with the first and second largest CO2 emissions globally — have now set, or are considering setting, a target of reducing net emissions to zero by mid-century.

Social and Environmental Preferences.   The effects of climate change, including extreme weather events and rising temperature, and the resulting health and socio-economic stability of at-risk populations, have led to a societal focus on the environment. As a result, a global shift is occurring in societal preferences for a reduction in greenhouse gases and a move towards carbon-free power.

Investor Pressures.   ESG investing has accelerated as institutional investors shift their portfolios away from carbon-intensive assets. According to a recent study by the Global Sustainable Investment Alliance, in 2020 approximately 36% of global assets under management are “sustainable investments” that consider ESG factors. This shift in investor sentiment has caused many large integrated energy companies, such as BP plc and Royal Dutch Shell plc, to set decarbonization strategies and diversify into different forms of carbon-free energy.

Our Market Opportunity

According to the NEO 2021, approximately 16,000 GW of carbon-free generation capacity additions are required globally through 2040 to meet domestic and international climate goals. These additions are a result of the growth in projected power use and the replacement of existing carbon-intensive generation, primarily from coal, oil, and natural gas.

Although critical in helping meet climate goals, renewables, such as solar and wind, and hydroelectric are constrained due to intermittency, seasonality and issues associated with land use and grid interconnections. According to the U.S. Energy Information Administration, the average 2020 capacity factor (the ratio of actual power output over generation capacity) for solar, wind and hydro was 24.2%, 35.3%, and 40.7%, respectively, compared to 92.4% for nuclear. In most regions globally, flexible and dispatchable sources, such as long-duration storage, geothermal, gas, coal with carbon capture and nuclear will be essential. Among these sources, SMRs represent an attractive option based on their near-term viability, competitive costs, carbon-free emissions and reliability.

Market Opportunity and the Role of SMRs

SMRs are nuclear reactors rated to generate 300 MWe or less, are designed with scalable technology using module factory fabrication, and pursue economies of series production and short construction times. The four primary technologies currently being pursued in SMRs are water-cooled reactors, fast neutron reactors, high temperature gas reactors and molten salt reactors. Light water reactors, such as our NPM, are considered by the World Nuclear Association to have the lowest technological risk and are the most developed from a commercial perspective.

SMRs have a number of inherent advantages over traditional large-scale nuclear and other carbon-free power generation, including:

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Simplicity of Design.   Large scale nuclear plants, which typically generate 1 GW or more, are complex in terms of design and construction. SMRs are simpler to manufacture, construct, operate and maintain. SMRs are also designed to eliminate many of the nuclear components needed in large-scale plants which adds to their simplicity.

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Enhanced Safety Features.   Although our NPM is the only SMR with an NRC-approved safety case, according to the DOE, “small modular reactors have the potential for enhanced safety and security compared to earlier designs.” The smaller reactor core and reduced potential for off-site

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release from SMRs means SMRs may be located closer to population centers and industrial facilities needing process heat.

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Economics versus Traditional Nuclear.   Traditional large-scale nuclear facilities have high upfront capital costs due to the size of the power plants as well as long construction times. These plants require significant resource planning and utilities have hesitated to deploy the capital necessary to build large-scale nuclear plants because of these high costs. SMRs are simpler, smaller and the reactors are largely factory built, leading to lower overall costs and greater cost predictability.

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Modular and Scalable.   At 300 MWe or less, SMRs can more easily match customer needs and avoid surplus capacity. Modularity results in splitting power plant development between the factory and the field, reducing the schedule risk that has impacted large reactor construction projects. The NuScale LLC modular design has the benefit to customers of being right-sizable upon construction and scalable over time.

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Smaller Footprint.   According to information published by E3 Consulting, we estimate that our SMR uses up to 99% less land per MWh compared to wind and solar projects. We expect this resource efficiency will also extend to construction materials, such as steel, cement, concrete, and glass: according to a 2015 DOE study, nuclear power generators required 90% less construction material on a tons per terawatt-hour basis than wind and solar upstream collection systems and generators. Furthermore, SMRs can be sited closer to the end-user, significantly reducing the need for transmission infrastructure while also providing ancillary benefits such as process heat to end users.

Our Technology

Our NPM is the product of approximately 14 years of research and development by NuScale LLC and key collaborators, including Oregon State University and the Idaho National Laboratory. Over $1.3 billion (including non-dilutive DOE grants) has been invested to date and the technology is protected by 634 issued and pending patents globally. A NuScale LLC power plant is composed of multiple NPMs. Each NPM is capable of producing 77 MWe. The NPM consists of an integral reactor composed of the reactor core, helical coil steam generators and pressurizer within the reactor pressure vessel, enclosed in a steel containment vessel. The reactor core consists of an array of fuel assemblies and control rod clusters at standard enrichments. The helical coil steam generator consists of two independent sets of tube bundles with separate feedwater inlet and steam outlet lines. The integral reactor measures 65 feet tall and 9 feet in diameter. The containment vessel measures 76 feet tall and 15 feet in diameter and is much smaller and stronger than the concrete containment shells for large reactors. The NPM operates inside a stainless-steel lined water-filled pool located below ground level.

Our NPM technology leverages existing light water nuclear reactor technology and fuel that has been operating globally for over 60 years. The reactor operates using the principles of buoyancy-driven natural circulation; hence, no pumps are needed to circulate water through the reactor. Once the heated water reaches the top of the riser, it turns downward into an annulus where the hot water flows over the steam generator tubes. Water in the reactor system is kept separate from the water inside the steam generator to prevent contamination. As the hot water in the reactor system passes over the hundreds of tubes in the steam generator, heat is transferred through the tube walls and the water inside the tubes turns to superheated steam. This innovative design eliminates the need for reactor coolant pumps, large bore piping, complex safety systems and other components found in conventional large-scale nuclear reactors. The result is a simplified system that improves safety and reduces capital and operational costs.

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Design Features and Innovations

Our NPM introduces a number of key design innovations that allows us to be the safest and most reliable provider of nuclear energy. Our design features include:

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Proven Technology.   Our NPM design relies on well-established pressurized, light water reactor technology. As such, a VOYGR power plant can be licensed within the existing regulatory framework for light water reactors, drawing on a vast body of established research and development, proven codes and methods and existing regulatory standards. Because our technology was designed on the basis of this proven foundation, we believe NuScale LLC has a significant advantage over other alternative and yet unproven nuclear technologies that may come to market, both with respect to obtaining regulatory approvals and attracting customer interest.

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Single, Integrated Unit.   The NPM incorporates all of the components for steam generation and heat exchange into a single integrated unit. This design eliminates all large bore interconnection piping, which is historically a potential source of failure and cause of construction complexity for large-scale reactors.

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Compact Size.   Each NPM, including the containment vessel, can be entirely fabricated in a factory and shipped by rail, truck, or barge to the power plant site for assembly and installation. Fabrication of the modules in a factory environment reduces fabrication cost, improves quality, reduces construction time and increases schedule predictability. This is a distinct benefit compared to traditional large-scale nuclear plants in which reactors are built on-site and only after their completion can the balance of the plant be constructed. We can fabricate our NPMs in parallel with VOYGR power plant construction, saving time and reducing complexity, labor and construction costs.

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Natural Circulation.   The reactor core of our NPM is cooled entirely by natural water circulation. Natural circulation provides a significant advantage in that it reduces capital and operational costs by eliminating reactor coolant pumps, pipes, and valves and the associated power, maintenance, and potential failures of those components.

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Refueling and Maintenance Innovations.   Each NPM can produce power continuously for approximately 20 months before refueling is required. Because of the multi-module design of VOYGR power plants, each NPM can be refueled in a staggered manner, reducing total plant output by only 77 MWe for approximately 10 days. This significantly reduces the cost of replacement power compared to large-scale nuclear plants (typically 1,000 MWe) that must shut down their entire capacity for any outage. Whereas large-scale nuclear plants can require as many as 1,000 or more individuals for refueling and associated outage activities, a VOYGR power plant can undergo the same refueling and outage activities with a much smaller, permanent, in-house crew of as few as 50 individuals.

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Multi-Module Control Room.   NuScale LLC has designed, and received NRC approval for, an innovative control room that can control up to 12 NPMs with only three licensed operators. This compares with traditional large-scale nuclear plants that require a minimum six licensed operators for three reactors. This innovation is enabled by NuScale LLC’s proprietary platform called the Highly Integrated Protection System (“HIPS”). The HIPS platform provides a robust safety platform to monitor NPMs and protect VOYGR power plants from potential cybersecurity attacks.

Safety Case

NuScale LLC’s design innovations have allowed for a number of industry first and best-in-class safety attributes.

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Unlimited “coping period”.   Our NPMs are designed with fully passive safety systems and are kept safe in a cooling condition for an unlimited time following any extreme event that renders a power plant without external power. During the span of such an event and for an unlimited time, the VOYGR power plant does not require any internal or external human or computer actions, AC or DC power or additional water to cool the reactors (referred to as NuScale LLC’s Triple Crown For Nuclear Plant Safety). An unlimited coping period is unprecedented for commercial light water nuclear reactors. Historically, commercial light water nuclear reactors have maximum coping periods of 72 hours before operator action is required to keep the reactor safe.

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Support for Site Boundary Emergency Planning Zone (“EPZ”).   NuScale LLC’s VOYGR power plants have been designed to allow an NRC-approved EPZ that does not extend beyond the power plant site boundary (the restricted area controlled by the plant owner). In Tennessee Valley Authority’s Clinch River Early Site Permit issued by the NRC, the EPZ for a NuScale LLC plant extended 0.21 miles from the reactor; currently operating commercial nuclear power plants in the U.S. are required to have a 10-mile radius EPZ from the reactor site and the population within the EPZ must be capable of evacuating within a specified time period. The smaller EPZ enables VOYGR power plants to be sited closer to end-users, which is of particular importance to process heat off-takers and to owners seeking to repower retiring coal-fired generation facilities.

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No Requirement for Backup Power.   The NRC concluded that NuScale LLC’s safety design eliminates the need for “Class 1E” power — i.e., safety-related, backup power. This means that VOYGR power plants do not need costly emergency diesel generators to ensure the safety of the reactors in the event of a power loss. Today, no operating nuclear plant in the United States can make this claim.

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Resilience to Man-made and Natural Events.   The VOYGR reactor building is designed to withstand the impact from man-made and natural events, including floods, earthquakes (in excess of the Fukushima event), tornados and hurricanes in excess of 280 mph winds, and the impact of a large commercial airplane. The VOYGR power plant is also designed to safely shut down following an electromagnetic pulse or geomagnetic disturbance.

Technology-Enabled Operational Features

NuScale LLC’s design innovations and best-in-class safety case create a number of technology-enabled operational features that no other carbon-free generation source can claim. These features address a host of critical industry needs with respect to grid resiliency and reliability and provide customers with related commercial benefits that other power generation solutions do not provide. Select features of NuScale LLC’s VOYGR power plants include:

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First Responder Power.   When the transmission grid is lost, traditional large-scale nuclear power plants automatically and rapidly shutdown. Large-scale nuclear power plants are not capable of restarting, nor are they permitted to do so, until the transmission grid is restored because power from the grid (supplied by two off-site sources) is required to operate the equipment necessary to start the power plant. The VOYGR power plant would remain at power, ready to immediately sell electricity to the grid when the grid is back online, making it a first responder to the restoration of the transmission grid.

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Black-Start Capability.   A VOYGR power plant can start up from cold conditions without external grid connections. This NuScale LLC design capability is a first-of-a-kind for the nuclear industry.

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Island Mode Power.   A single NPM can supply all the “house load” electricity needs of the plant while also continuing to provide power to a local industrial customer or mission critical facility without external grid connection via a micro-grid connection.

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Highly Reliable Power.   VOYGR-12 power plants will be able to provide 154 MWe of power to mission critical facilities with 99.95% availability over the 60-year life of the plant. In the event of a catastrophic loss of offsite grid and disruption of transportation infrastructure, a VOYGR-12 will be able to provide up to 120 MWe to a mission critical facility micro-grid for at least four years without refueling.

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Design Validation and Testing

NuScale LLC’s safety design has been validated through rigorous testing of critical components, such as fuel assemblies, control rod and control rod mechanisms and the integral helical coil steam generators. NuScale LLC has constructed an electrically-heated, one-third scale, full-pressure and temperature integral thermal-hydraulic test facility that demonstrates the operation of the entire nuclear steam supply system and safety systems.

In addition, we have proven the ability to safely operate 12 NPMs from a single control room by building and operating a full-scale simulated control room. Through comprehensive testing in this simulator, NuScale LLC has shown that the demands on the reactor operators are significantly reduced compared with traditional large reactors, as a result of the simplicity of the design, advancements in digital controls, and the fact that NuScale LLC’s design requires no operator initiated safety functions for all design basis events. Through comprehensive analyses, demonstrations and audits, the NRC has approved NuScale LLC’s conduct of operation such that three licensed operators can safely operate a VOYGR-12 plant without the need for a Shift Technical Advisor, a key safety-related role required by the NRC for all existing large-scale nuclear plants.

Products and Services

NuScale LLC has determined that it currently operates in a single segment and will periodically reassess that determination as it nears commercialization and deployment of its NPMs.

NuScale LLC Power Modules and NuScale LLC VOYGR Power Plants

NuScale LLC currently offers VOYGR power plant designs for three standard facility sizes, capable of housing up to four, six or twelve NPMs. For each of these plant configurations, the total facility output can be as much as 308 MWe, 462 MWe, or 924 MWe, respectively, based on a nameplate capacity of each NPM of 77 MWe.

A customer seeking to deploy a VOYGR power plant will be granted a license from NuScale LLC to construct, operate, maintain, and decommission the VOYGR plant. NuScale LLC will also provide design and nuclear regulatory licensing basis information necessary for the customer to obtain needed regulatory approvals to construct and operate the power plant. In exchange for this license, the customer will pay an upfront technology licensing fee to NuScale LLC.

Sale of NuScale Power Modules.   In addition to the customer paid technology license, NuScale LLC also expects to sell to the customer major nuclear engineered equipment. For the VOYGR power plant, this will consist of the NPMs, module assembly equipment and other equipment associated with the nuclear steam supply system. NuScale LLC expects to provide the manufacturing and delivery of modules to the

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customers’ VOYGR power plant site on a contracted basis. NuScale LLC expects to receive payment related to the NPM coincident with the order of materials and commencement of manufacturing so that no working capital will be required from NuScale LLC for work-in-progress or finished inventory.

The VOYGR-12, VOYGR-6 and VOYGR-4 can each commence operation with as few as one module and scale to house as many as twelve, six or four modules, respectively. This scalability allows customers to right-size their up-front capital investment and economically increase installed capacity over time through the addition of NPMs as needed.

Services

We will also offer customers a diversified suite of services throughout the life of the power plant, beginning approximately eight years prior to a plant’s commercial operation date. Pre- and post-operation date offerings provide customers with critical services related to the design, development, building, operation and maintenance of the VOYGR power plant. As a first-mover and developer of the core technology, we believe we are well positioned to be a trusted service provider. As such, we anticipate our services will have high penetration rates and will provide consistent, recurring revenues that could become significant once a large number of VOYGR plants are in operation.

Our services include:

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regulatory licensing and approval support, including in the United States preparation and prosecution support for the customer’s combined construction and operating license application to the NRC;

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start up and testing to satisfy nuclear regulator verification requirements;

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training to support initial and ongoing operations;

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management of all aspects of the regulatory inspections, tests analysis, and acceptance criteria process;

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mechanical handling and initial and ongoing fuel loading;

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design engineering management during commercial operation;

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operations and maintenance program management, including regulatory compliance reporting support;

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procurement and spare parts management;

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nuclear fuel management and outage planning and performance support; and

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system verification and validation for safety and non-safety systems.

Competitive Strengths

Only Viable Carbon-free Baseload Power.   Nuclear is the only viable carbon-free baseload power available to address the global need for carbon-free generation and to meet decarbonization targets year-round. Traditional baseload technologies, such as gas and coal, are carbon intensive; traditional nuclear is costly, complex and frequently subject to cost-overruns; and hydroelectric power is dependent on geography, rainfall, curtailment and other factors. Renewables such as wind and solar are intermittent and weather dependent, and batteries have not been scaled to make these viable baseload power sources. SMRs such as NuScale LLC’s VOYGR power plants provide highly reliable, cost-effective, carbon-free baseload power to electric grids — no other existing baseload technology can claim the same benefits on the scale needed to address the world’s growing needs.

Innovative Technology Platform and Intellectual Property Portfolio.   We have 425 patents issued and an additional 209 patents pending. These 634 patents protect key aspects of our technology and we continue to grow our intellectual property portfolio. In addition, we have a highly educated workforce of 436 employees, of whom 144 have master’s degrees in engineering and science and 36 have Ph.Ds. We believe our intellectual property rights, as well as our highly skilled personnel are important assets necessary to maintain our competitive advantage in the market and expand on our technology platform.

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First to Receive an SDA Approval from the NRC.   Although China and Russia have currently operating SMRs, ours is the first and only SMR to receive a SDA from the NRC. This is an important regulatory milestone that provides customers with certainty — knowing that the NRC approves of the plant design — before committing significant capital to develop a nuclear facility. The SDA process took NuScale LLC 41 months to complete — including preparation, application and receipt of approval. This was the fastest any nuclear reactor company has ever received approval from the NRC. To date, no SMR or advanced reactor company other than NuScale LLC has even applied to the NRC for SMR design approval. We believe that this, and the fact that our design approval timeline was based on well-established light water nuclear technology, provides NuScale LLC with a solid competitive advantage over other SMR competitors.

Unparalleled Safety Case.   NuScale LLC’s innovative, fully passive safety system design addresses the historical concerns of traditional large-scale nuclear power plants. In the event of a total loss of power to the facility, a VOYGR power plant does not require any operator or computer actions, grid connection or emergency backup power or additional water to cool the reactors, and can remain safe indefinitely. All large-scale nuclear reactors require one or all three of these within a period of days. The rigorously tested safety case results in an array of applications and commercial opportunities for NuScale LLC that traditional nuclear power plants cannot support, and VOYGR power plants can be located closer to end-users and population centers.

Global Network of Strategic Investors and Supply Chain Partners with DOE Support.   We have developed a global network of blue-chip supply chain partners of which many are investors in NuScale LLC. We believe these partners will play a critical role in the successful procurement and fabrication of components, manufacture of our NPMs and fuel supply. In addition, we have also received significant financial and regulatory support from the DOE since the inception of NuScale LLC. No other SMR or advanced nuclear technology has received the level of awards or grants (combined, among us and our customers) that the NuScale LLC design has, and we maintain a strong relationship with the DOE.

Cost-Competitive.   Our technology is cost-competitive relative to other baseload power today. NuScale LLC’s levelized cost of electricity (“LCOE”) is anticipated to be between $41/MWh and $64/MWh based on our cost estimates and application of the LCOE methodology, financing and inflation assumptions in EIA’s Levelized Costs of New Generation Resources in the Annual Energy Outlook 2021 study. We are cost-competitive in the United States, where the prevailing wholesale cost of baseload electricity is relatively low, and we are even more competitive globally where the baseload cost of electricity is typically higher. However, when customers decide on a generation technology, headline cost is not the only consideration. Our technology’s reliability, resiliency and flexibility are key attributes both customers and regulators value that are not captured in LCOE. We believe our competitive cost coupled with our differentiated capabilities gives us an advantage to other technologies.

Visionary Management Team.   We have an experienced and passionate team of leaders and innovators who have developed the technology over the years and run the operations of the business today. Our management team has an average of approximately nine years at NuScale LLC (founded 14 years ago) and 36 years in the energy industry. Our executives have extensive prior management experience in nuclear and engineering organizations, such as the NRC, United States Navy, DOE, General Electric Company, Exelon Corporation, Babcock & Wilcox Company, LLC and others. Among key members of NuScale LLC’s extraordinary executive leadership team is Dr. José N. Reyes, Ph.D., co-founder and Chief Technology Officer of the Company. Dr. Reyes is co-designer of the NuScale LLC SMR and is an internationally recognized expert on passive safety system design, testing and operations for nuclear power plants. Dr. Reyes has served as a technical expert at the International Atomic Energy Agency and as an engineer with the Reactor Safety Division of the NRC. He is Professor Emeritus in the School of Nuclear Science and Engineering at Oregon State University, was inducted into the National Academy of Engineering in 2018, and holds over 110 patents granted or pending in 20 countries.

Competition

Our competitors are other power generation technologies, including traditional baseload, renewables, long duration storage and other advanced nuclear reactors including SMRs. We believe our competitive

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strengths differentiate us from our competition globally, in part because NuScale LLC’s SMR technology is currently the only NRC-approved technology capable of meeting the growing demand for carbon-free baseload generation.

Traditional Baseload.   According to BloombergNEF, approximately 62% of global generation capacity in 2020 was natural gas, coal, oil and large-scale nuclear. These technologies are highly reliable, cost-effective, dispatchable and land use efficient. However, with the exception of traditional large-scale nuclear, these resources are carbon-intensive and we expect them to largely be replaced with carbon-free generation over time. Traditional large-scale nuclear power plants, while carbon-free, require significant upfront capital expenditures, have a history of extensive construction times, complex safety systems and do not have business cases apart from utility-scale generation. We believe our carbon-free SMR technology contains all of the positive attributes of traditional baseload and addresses many of the flaws of traditional nuclear power plants.

Renewables.   According to BloombergNEF, approximately 38% of global generation capacity in 2020 was wind, solar, hydroelectric and other renewable power generation sources. Although these sources generate carbon-free power, wind and solar are highly intermittent and non-dispatchable, and hydroelectric is seasonal and subject to curtailment. Additionally, since renewables are weather-dependent, they are too unreliable to support certain end-use cases, including mission-critical applications or industrial applications that require extensive on-site, always-available power. Due to their innovative design NuScale LLC VOYGR plants can operate as baseload generation, load-follow renewables and/or support key industrial applications

Other Advanced Nuclear Reactors.   There are several reactor technologies that are in various stages of development, such as high temperature gas-cooled reactors, fast reactors, molten salt reactors, fusion technologies and others, and commercial SMRs are currently operating in China and Russia. These technologies, like ours, are designed to be clean, safe and highly reliable. However, these technologies have not received regulatory approval in the United States, and many of the technologies have not been demonstrated and do not have fuel supply infrastructure in existence. Currently, we have the only SMR that has received a Standard Design Approval from the NRC, and no other SMR company or customer has even applied for approval. Achieving Standard Design Approval is a regulatory process that took us over $500 million to prepare and 41 months and over $200 million to complete.

Customers

NuScale LLC’s potential customers include governments, political subdivisions, state-owned enterprises, investor-owned utilities, and other commercial and industrial companies, both in domestic and international markets. Our end-markets can be broken down into two general subsets: baseload generation and industrial applications. Baseload generation includes repurposing coal-fired facilities to nuclear or new clean baseload capacity. Many industrial customers require significant energy needs such as chemical plants, direct air capture facilities, hydrogen production facilities and water desalination plants. Our technology can provide the necessary reliable electricity and heat energy to these facilities in an environmentally efficient manner.

Today we have a pipeline of over 110 customer opportunities globally which range from customer leads (Class 5) to a contracted customer (Class 1). We currently have one contract in place with UAMPS, that has an anticipated commercial operation date in 2029. We also currently have 19 MOUs in place with both utility and industrial customers across North America, Europe, the Middle East, Africa, and Asia. MOUs are an important step toward advancing to a definitive Class 1 customer and we believe many of these MOUs will convert into signed contracts over time.

UAMPS.   UAMPS is our first customer. UAMPS is a political subdivision of the State of Utah that provides energy services to public power systems in six western states. UAMPS plans to deploy a NuScale LLC VOYGR-6 power plant for its CFPP located at the Idaho National Laboratory near Idaho Falls, Idaho. The DOE issued a Site Use Permit to UAMPS for the CFPP in February 2016, and the final site was selected in July 2019. In October 2020, the DOE approved a $1.4 billion multi-year cost share award to UAMPS’ wholly-owned subsidiary, CFPP LLC, to fund the development and construction of the CFPP. In 2020, UAMPS started site characterization activities necessary for licensing and construction for the CFPP site. The anticipated commercial operation date for the plant, based on UAMPS schedule, is 2029. We are currently under contract to provide various services to CFPP including support of license applications,

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startup and testing, initial training and initial fuel services. Additional details regarding, and risks associated with, our arrangements with UAMPS is described in “Risk Factors — Commercialization Risk Factors — We may be unable to charge UAMPS, our first customer, for some costs we have incurred and we may be required to reimburse UAMPS if we fail to achieve specified performance measures.”

Other Potential Customers.   We have signed non-binding MOUs with 19 potential customers around the world, including in North America, Europe, the Middle East, Africa, and Asia. Potential customers with which we have publicly announced MOUs include Bruce Power, CEZ Group, Grant County PUD, S.N. Nuclearelectrica, Shearwater Energy, Prodigy Clean Energy Ltd., Energoatom, Kazakhstan Nuclear Power Plant, and Kozloduy NPP — New Build Plc.

On November 4, 2021, NuScale LLC and Nuclearelectrica, a national energy company in Romania that produces electricity, heat, and nuclear fuel, signed a teaming agreement to advance the delivery of NuScale LLC’s SMR technology as early as 2027. Through this partnership, Romania has the potential to accommodate the first deployment of SMRs in Europe, positioning our technology to lead the global race for SMR deployment.

Growth Strategy

We intend to grow our business by leveraging our competitive advantages in scalability, safety, reliability and cost. We have a number of avenues to achieve our growth objectives:

Traditional and New Applications.   We believe the market for NuScale LLC VOYGR power plants is wherever non-intermittent, reliable, carbon-free power is needed. Initially, we are focused on replacing carbon intensive coal-fired power plants and as an alternative to new-build gas-fired generation. Additionally, we are focused on marketing VOYGR power plants to industrial and micro-grid customers in sectors that include direct air capture, water desalinization, hydrogen production and mission critical facilities.

International Customer Development.   We continue to develop our international customer base as we foresee a majority of our customer demand over the long-term to be outside of the United States. Our team puts significant effort into developing dialogue with foreign governments and corporations in order to educate and market our technology. The 2021 United Nations Climate Change Conference and other global climate events have generated significant inbound interest from potential global customers. We will continue to strengthen relations with these parties to accelerate sales globally. In our sales pipeline we have identified more than 45 potential international customers with interest in exploring nuclear power for their baseload needs.

Technology Advancements.   Using our innovative technology platform and robust intellectual property portfolio, NuScale LLC is well-positioned to continue making technology advancements over time. These improvements include increasing power output, simplifying operations, reducing construction time, and reducing production cost. Just as we increased power to 77 MWe per module without increasing module size or construction costs, our R&D team is continuously researching and developing ways to improve our technology and meet our customers’ energy needs — creating top line growth opportunities and potential for additional margin capture by NuScale LLC over time.

Development of New Products.   We continue to explore the development of innovative new products based on our core NPM technology. For example, we are developing a micro-reactor for niche end-markets. Our micro-reactor design is a 0.01 MWe to 10 MWe module intended to supply power to remote, off-grid, and small communities. Use applications could include mining, universities, space power, military installations, and disaster relief. These micro-reactors are expected to be small, compact, highly reliable, fully automated, and rapidly deployable.

Supply Chain

We have an established global supply chain ecosystem for all NPM components and for the construction of VOYGR power plants. We also have strategic and commercial partnerships in place globally that allow us to outsource the manufacturing of key NPM components, including the upper and lower reactor pressure vessels (riser and core internals), the steam generator, and the upper and lower containment vessels.

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We are working with suppliers, such as Doosan Heavy Industries and Construction; BWX Technologies, Inc.; Precision Castparts Corp.; Sarens; Curtiss-Wright Corporation; and IHI, among others, who we expect to build components of NPMs to our specifications. Other key suppliers include Framatome, SA (fuel assemblies), Honeywell International Inc. (control systems), Rock Creek Innovations, LLC (protection systems), Sensia LLC (sensors and instrumentation) and PaR Systems, Inc. (reactor building crane).

Partnerships

Fluor.   Fluor, a leading global EPC firm, is the majority investor in NuScale LLC and collaborates with NuScale LLC on plant design and is a provider of engineering, project management, procurement, and construction services. A number of the strategic investors including Fluor have business collaboration agreements with NuScale LLC, which are described in “Certain Relationships and Related Party Transactions — NuScale LLC Related Party Transactions.”

DOE.   The U.S. Department of Energy has granted NuScale LLC four separate cost-share awards totaling more than $656 million to develop, certify, and commercialize our SMR technology. DOE-funded research in 2003 helped accelerate the development of NuScale LLC’s SMR prior to forming NuScale LLC in 2007. In addition to the DOE awards made to NuScale LLC, UAMPS, our first customer, has received a $1.4 billion DOE cost-share award to support deployment of a NuScale LLC VOYGR-6 power plant.

Strategic Investors.   NuScale LLC has a global network of strategic investors and supply chain partners that we expect to play an integral role in bringing our technology to market around the world. In addition to Fluor, existing strategic investors and supply chain partners include Doosan Heavy Industries and Construction, Sargent & Lundy, Sarens, JGC Holdings, IHI, GS Energy and Samsung C&T. A number of the strategic investors have business collaboration agreements with NuScale LLC, which are described in “Certain Relationships and Related Party Transactions  — “NuScale LLC Related Party Transactions.”

Collaboration with Academic Institutions.   NuScale LLC has benefited from independent research, peer-reviewed studies, and testing conducted by and with academic institutions, including Oregon State University, Boise State, Colorado School of Mines, University of Houston, University of Idaho, Kansas State, Massachusetts Institute of Technology, POLIMI (Italy), University of Sheffield (U.K.), University of Tennessee, Texas A&M, Utah State University, University of Utah, University of Wisconsin and University of Wyoming.

Other Collaboration.   NuScale LLC has been working with the International Atomic Energy Agency and regulators in Canada, Japan, the U.K. and Ukraine, and will be or are supporting our customers’ engagement with regulators in other international jurisdictions. We expect that our strategic relationships with governmental agencies will help facilitate the licensing our SMR in the United States and abroad, and that our relationships with experienced private companies, which have offices and projects in countries with potential NuScale LLC customers, will allow us to reach customers globally.

Intellectual Property

As of December 20, 2021, NuScale LLC had been issued 425 patents globally, and had 209 pending patents. These 634 patents, filed across 18 jurisdictions including in the U.S., protect key aspects of our technology and continue to grow our intellectual property portfolio. We believe our intellectual property rights are important assets for our success and we aggressively protect these rights to maintain our competitive advantage in the market. NuScale LLC’s patents expire on dates ranging from November 2027 through September 2040, and the average expiration date of our registered patents is 2032. We regularly review our development efforts to assess the existence and patentability of new inventions, and we are prepared to file additional patent applications when we determine it would benefit our business to do so.

We own all necessary rights to the intellectual property associated with our technology to allow any capable manufacturer the ability to fabricate or build to print all components of the NPM. Approximately one-third of our patent portfolio relates to our safety system, one-third relates to power production, and the remaining third to other categories such as software and to the reactor module, operability, modularity, and inspection. NuScale LLC’s proprietary software, to control up to 12 NPMs, was developed in-house and

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has been approved by the NRC. We manage our patent portfolio to maximize the lifecycle of protecting our intellectual property, and various components and aspects of our system are protected by patents that will expire at staggered times.

Research & Development

The NuScale LLC team has spent 14 years on R&D and testing and invested over $1.3 billion (including non-dilutive DOE grants) to date to develop its technology. Prior to forming our company in 2007, DOE-funded research from 2000 to 2003 helped accelerate the development of our SMR. Our current R&D efforts are centered on introducing new product innovations, improving plant quality and lowering the lifecycle cost of our NPMs and VOYGR plants. The R&D team is also involved in developing new innovative technologies that will represent future product offerings of NuScale LLC, including advanced micro-reactor technologies.

On February 4, 2020, NuScale LLC entered into an Assistance Agreement (as amended and partially restated on January 7, 2022, “Assistance Agreement”) with the DOE. The Assistance Agreement provides for shared public-private funding of $700 million of qualified costs associated with our product development. The cost-share is up to 50% of qualifying costs and, excluding recovery of unqualified costs or fraud or other malfeasance in obtaining or using the funds and subject to annual Congressional appropriations, the award is irrevocable. As described in our manufacturing plan, which was submitted to the DOE, we have committed to substantially manufacture the specific components that are either conceptualized or first developed using DOE funds in the United States. As part of our arrangements with the DOE, we granted the DOE a worldwide, nonexclusive, paid-up license to our intellectual property and to manufacture our SMR technology, and the right to sublicense those rights if specified conditions arise, including if the DOE terminates the award due to material failure to comply with the terms and conditions of the award, or if we fail to meet our cost-sharing obligations or cease developing our SMR. If a sublicense right arises, specified parties, including our strategic investors, have a right of first refusal to the sublicensed rights provided that they substantially fulfill cost-sharing requirements, adhere to other DOE requirements, and actively pursue developing the SMR technology. We are in compliance with all of our obligations under the Assistance Agreement and, as a result, do not foresee relinquishing our intellectual property rights to the DOE or third parties. While the NuScale LLC manufacturing plan is compliant with our obligations under the Assistance Agreement to substantially manufacture certain components in the U.S., our plan contemplates awarding scopes of supply to our strategic partners, several of which are not U.S.-based, and we expect to rely on carve-outs available in the Assistance Agreement for these obligations, which, in some cases, are subject to approval by the DOE.

Periodically, we engage in joint research and development projects with academic institutions where ongoing research requirements overlap, with each party paying their own costs and expenses. We are careful to delineate ownership of resulting intellectual property and in particular intellectual property we believe will be important to our business.

Human Capital

As of December 21, 2021, we had 436 full-time employees with an aggregate of 199 advanced degrees, including 144 master’s degrees in engineering and science and 36 Ph.Ds. Twelve percent of our engineers are veterans. Our workforce is concentrated in the Portland and Corvallis, Oregon areas, but we have employees working in 34 states and the District of Columbia. We have a seasoned leadership team with over 250 years of cumulative experience in the nuclear industry. Our management team places significant focus and attention on matters concerning our human capital assets, particularly our diversity, capability development, and succession planning. Accordingly, we regularly review employee development and succession plans for each of our functions to identify and develop our pipeline of talent.

Approximately 25% of our full-time employees are women and 16% belong to historically underrepresented groups. Two of our top 12 officers are women, and one top officer belongs to a historically underrepresented group in the science and technology sectors. NuScale LLC is a signatory to the International Energy Agency Clean Energy Ministerial’s “Equal by 30 Campaign”, a public commitment to increase the number of women in the clean energy sector by 2030. NuScale LLC has been an active supporter of Women in Nuclear ("WiN"), with NuScale LLC executives and staff serving in WiN leadership

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roles nationally and in local chapters. NuScale LLC is also a long-time supporter of North American Young Generation in Nuclear, a non-profit organization providing opportunities for a young generation of nuclear enthusiasts to develop strong leadership and professional skills, to engage and inform the public, and inspire today's nuclear technology professionals to meet the challenges of the 21st century, and the American Nuclear Society.

Facilities

NuScale LLC is a limited liability company organized in Oregon and has five key leased U.S. locations in four states.

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Portland, OR.   NuScale LLC’s headquarters office houses accounting, marketing, human resources and legal staff.

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Corvallis, OR.   NuScale LLC’s engineering and design center in Corvallis houses over 200 staff members, with capacity for 340, in approximately 64,000 square feet of office, computing, and storage space. Technical and related support activities such as engineering, design, operations, testing, code development, quality assurance, licensing, and project management are performed at this facility. Our full-scale reactor control room simulator and computational computing cluster are also located at this facility. NuScale LLC personnel use the computational cluster in a secure data center to perform structural, thermal hydraulic, fluid dynamics, and neutronics calculations.

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Richland, WA.   The Richland office houses staff focused on operations, human factors, plant services, and maintenance planning, with a functional limited-scale simulator that has communication capability with the Corvallis full-scale simulator.

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Charlotte, NC.   The Charlotte office provides access to experienced nuclear operations resources in the area, housing engineering, quality assurance, licensing, and information technology personnel.

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Rockville, MD.   The Rockville office has been a key enabler for the NuScale LLC strategy of early, frequent, and responsive interaction with the NRC.

We believe the location of our Corvallis facilities provides us with unique access to the technical expertise found in one of the largest nuclear engineering programs on the west coast. Our Charlotte office was opened to tap into the large pool of Charlotte-based commercial nuclear supplier experts. Leasing our facilities gives us the flexibility expand or reduce our office space as appropriate as we shift from product development to deployment. As a result of COVID-19, we have expanded the portion of our workforce that is working remotely.

Our current facilities are adequate for our current operating needs, and we have access to other facilities, through contractual arrangements, for hardware display, development, and testing. We anticipate building out additional space for training facilities and other needs as we move closer to field deployment of VOYGR plants and associated services.

Nuclear Safety Regulation

The commercial nuclear industry is heavily regulated in all countries, and regulatory approval is required for the design, construction, and operation of every nuclear plant. Generally, nuclear safety regulators consider (1) design safety and robustness against internal hazards (e.g., component failures and fires) and external hazards (e.g., earthquakes and weather loads such as snow, rain and wind), and (2) environmental impacts of construction and operations (e.g., water use and preservation of historical sites and animal and plant species). Regulation must be addressed on a country-by-country basis, although regulators often collaborate when a design is deployed in multiple countries.

Our licensing strategy has two goals: (1) obtain approval in the shortest possible time by engaging the regulator early and developing high quality applications; and (2) maintain a common design of the NPM in as many markets as possible by leveraging the highly regarded NRC Standard Design Approval during each regulatory approval process.

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Nuclear Safety Regulatory Approval in the United States

We submitted a Design Certification Application (“DCA”) in December 2016 to the NRC, comprising 12,000 pages, with approximately 2,000,000 pages of additional documentation and 100 gigabytes of test data. Development of the DCA required approximately $500 million in testing and engineering. Approval by the NRC included over 250,000 review hours at a cost of approximately $70 million. In addition to paying the NRC review fees, we incurred approximately $130 million in costs responding to numerous NRC requests for additional information, analyses and audits. Despite the intensity of the review, the NRC approved the NuScale LLC design in 41 months — the fastest approval ever completed by the agency. We received the SDA for our 50 MWe NPM and VOYGR-12 plant design in August 2020, and our SMR design is currently the only SMR with such an approval.

For a NuScale LLC plant to be constructed and operated, a customer must develop and submit a license application for its site, and can speed its own regulatory approval by integrating our NRC-approved NPM and plant design. We expect to obtain additional NRC approval of an array of plant configurations desired by customers. For example, we have seen strong customer interest in the VOYGR-6 and we plan to submit an SDA application for this configuration at the end of 2022. Because NRC review should be limited to differences from the VOYGR-12 plant design, we expect NRC review time for the new configuration will be approximately 24 months. Customers that use our NRC-approved NPMs and configurations may incorporate our SDAs into their license applications, which means the NRC will not re-review the NuScale LLC design during customers’ licensing reviews and will limit its review to site specific design features (e.g., physical security systems, water intake structures, on-site emergency plan), operational programs (e.g., maintenance, emergency preparedness), and environmental impacts. We believe that the ability to reference the SDA, and provide only site specific information to file a license application for a NuScale LLC plant, gives us a competitive advantage and makes our SMR attractive to potential customers.

Nuclear Safety Regulatory Approval Internationally

Generally speaking, most countries limit license applications to the proposed owner and/or operator of nuclear power plants. Where appropriate in support of a customer or at the request of the regulator, we intend to engage early with regulators in each country of interest, consistent with our approach in the U.S.

The NRC has bilateral relationships with many other countries and participates in several international support organizations, including the International Atomic Energy Agency (“IAEA”), the Nuclear Energy Agency, and the International Nuclear Regulators Association. We expect NRC approval will substantially benefit our ability to obtain regulatory approvals internationally, and will give foreign regulators confidence that the NuScale LLC design is safe. We also expect to benefit from the NRC’s regulatory assistance program, through which the NRC would collaborate with other countries’ regulators to understand the basis for the NRC approval of our NPM and nuclear plant configurations.

NuScale LLC is also engaging directly with the IAEA to facilitate regulatory approval abroad. The IAEA, while not a regulator, is important because many countries’ regulatory frameworks were developed from IAEA standards, which are somewhat different from the NRC framework. We plan to initiate in 2022 a full scope Generic Safety Review (“GSR”) with the IAEA. A GSR is an early evaluation of a vendor’s proposed submission of an application for a new nuclear power plant utilizing IAEA safety standards with respect to both fundamentals and requirements. The purpose of this review is to identify strengths and gaps or weaknesses of the safety case to expedite licensing in countries that employ IAEA safety guidelines.

In addition, we have had significant interaction with safety regulators and energy ministries in many of the countries where there is significant customer interest. For example: we have worked through material parts of the Vendor Design Review process with the Canadian Nuclear Safety Commission; we have completed a technology assessment conducted by the Office of Nuclear Regulation in the U.K.; we are working through a licensing gap analysis (comparing local and U.S. requirements) with the State Nuclear Regulatory Inspectorate in Ukraine; and we have performed analysis of NuScale LLC plant safety, economy and maneuverability under a study funded by Japan’s Ministry of Economy, Trade and Industry.

Other Regulation

In addition to nuclear safety regulation, NuScale LLC is subject to other nuclear regulatory controls such as export control, nuclear material safeguards and non-proliferation restrictions, and liability insurance

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regimes (e.g., Price-Andersen Act, the 1960 Paris Convention, the 1963 Vienna Convention, and the 1997 Convention on Supplementary Compensation). NuScale LLC plans to sell its plants only in jurisdictions where nuclear liability is exclusively channeled to the plant operator.

Customers purchasing NuScale LLC plants also must obtain required permits, licenses, and insurance for the jurisdiction where the facility will be located. In the U.S., a NuScale LLC plant developer must obtain an NRC construction license issued pursuant to 10 CFR Part 50 or a combined construction and operating license issued pursuant to 10 CFR Part 52. Other U.S. federal permits or licenses for a NuScale LLC plant may include a Section 404 Dredge & Fill Permit issued by the Army Corp. of Engineers; a Federal Aviation Administration § 77.15 Permit; a Certificate of Registration issued by the U.S. Department of Transportation; and a Spills Prevention Control and Countermeasure Plan mandated by the U.S. Environmental Protection Agency. State or local regulators may also require permits or licenses for a NuScale LLC plant, including a National Pollutant Discharge Elimination System (NPDES) Permit for Storm Water Discharges from Construction Activities and to Construct a Sanitary Wastewater, Wastewater Treatment facility; Section 401 Water Quality Certification; Well Permits; Solid Waste Handling Permit; and appropriate building permits.

Export Controls

NuScale LLC’s business is subject to, and complies with, stringent U.S. import and export control laws, including the Export Administration Regulations (EAR) regulations from the Bureau of Industry and Security which is part of the U.S. Department of Commerce, and regulations issued by the U.S. Department of Energy (DOE). The regulations exist to advance the national security and foreign policy interests of the U.S. and to further its nonproliferation policies. Nuclear technology, also known as technical data, is controlled by 10 CFR Part 810, under the regulations of the DOE. Nuclear hardware and codes specifically designed or modified for use in a nuclear reactor are controlled by the NRC under 10 CFR Part 110.

The U.S. government agencies responsible for administering the EAR and other export control regulations have a degree of discretion interpreting and enforcing these regulations. These agencies also have significant discretion in approving, denying, or instituting specific conditions regarding authorizations to engage in controlled activities. Such decisions are influenced by the U.S. government’s commitments to multilateral export control regimes, particularly the Nuclear Suppliers Group, a group of nuclear supplier countries that seek to prevent nuclear proliferation by controlling the export of materials, equipment and technology that can be used to manufacture nuclear weapons.

Many different types of internal controls and measures are required to ensure compliance with such export control regulations. For example, 10 CFR Part 810, Appendix A provides a list of countries that are considered Generally Authorized meaning they are considered to be non-sensitive. Countries not on this list are required to be specifically authorized prior to sharing any nuclear technology. Under Part 110, the NRC regulates the export or import of nuclear hardware, material and code, following the same sensitive countries vs. non sensitive countries regulatory structure embedded in 10 CFR Part 810.

Legal Proceedings

We do not consider any claims, lawsuits, or proceedings that are currently pending against NuScale LLC, individually or in the aggregate, to be material to our business or likely to result in a material adverse effect on our future operating results, financial condition, or cash flows. From time to time, we may be subject to various claims, lawsuits, and other legal and administrative proceedings that may arise in the ordinary course of business. Some of these claims, lawsuits, and other proceedings may range in complexity and result in substantial uncertainty; it is possible that they may result in damages, fines, penalties, non-monetary sanctions, or relief.

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SPRING VALLEY’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with the financial statements and related notes of Spring Valley included elsewhere in this Proxy Statement/Prospectus. This discussion contains forward-looking statements reflecting Spring Valley’s current expectations, estimates and assumptions concerning events and financial trends that may affect Spring Valley’s future operating results or financial position. Actual results and timing of events may differ materially from those contained in these forward-looking statements due to a number of factors, including those discussed in the sections entitled “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements.”

Overview

Spring Valley is a blank check company incorporated in the Cayman Islands on August 20, 2020 formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more businesses or entities.

Spring Valley’s registration statement for its Initial Public Offering was declared effective on November 23, 2020. On November 27, 2020, Spring Valley consummated its Initial Public Offering of 20,000,000 Units at $10.00 per Unit, generating gross proceeds of $200,000,000, and incurring offering costs of approximately $11,000,000, inclusive of approximately $7,000,000 in deferred underwriting commissions. Concurrently with the consummation of the IPO, Spring Valley issued an additional 3,000,000 Units pursuant to the full exercise by the underwriters of their over-allotment option (the “Over-Allotment”). The Units issued in the Over-Allotment were priced at $10.00 per Unit, generating total gross proceeds of $30,000,000 and incurring additional offering costs of approximately $1,650,000, inclusive of approximately $1,050,000 in deferred underwriting commissions.

Simultaneously with the closing of the Initial Public Offering on November 27, 2020, Spring Valley consummated the private placement (“Private Placement”) of 8,900,000 Spring Valley Private Placement Warrants, at a price of $1.00 per Spring Valley Private Placement Warrant with the Sponsor, generating gross proceeds of $8,900,000.

Upon the closing of the Initial Public Offering and the Private Placement on November 27, 2020, $232,300,000 ($10.10 per Unit) of the net proceeds of the sale of the Units in the Initial Public Offering, including proceeds from the sale of Units issued in the Over-Allotment, and the Private Placement were placed in the Trust Account with Continental acting as trustee and invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct United States government treasury obligations, as determined by us, until the earlier of: (i) the completion of a business combination and (ii) the distribution of the Trust Account as described below.

Following the Initial Public Offering and the sale of the Spring Valley Private Placement Warrants, a total of $232,300,000 was placed in the Trust Account. Spring Valley incurred $12,467,354 in transaction costs, including $4,600,000 of underwriting fees, $8,050,000 of deferred underwriting fees and $567,354 of other costs.

If Spring Valley is unable to complete a business combination by May 27, 2022 (or November 27, 2022 if extended at the Sponsor’s option), Spring Valley will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to pay its income taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the Spring Valley Board, liquidate and dissolve, subject in the case of

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clauses (ii) and (iii), to Spring Valley’s obligations under the Cayman Islands Companies Act to provide for claims of creditors and the requirements of other applicable law.

As of September 30, 2021, Spring Valley had approximately $1,190,307 in cash held outside of the Trust Account and approximately $232,316,486 held in marketable securities, in the Trust Account not taking into account payment of $8,050,000 of deferred underwriting commissions.

Proposed Transactions

On December 13, 2021, Spring Valley entered into the Merger Agreement. In connection with the Transactions, Spring Valley also entered into the Subscription Agreements, the Support Agreements and the Sponsor Letter Agreement, as further described in “The Transactions — The Merger Agreement — Related Agreements.” At the closing of the Transactions, the Sponsor, the Sponsor Sub and certain of Spring Valley and NuScale Power, LLC holders will enter into the Registration Rights Agreement.

Results of Operations

Spring Valley has neither engaged in any operations nor generated any operating revenues to date. Spring Valley’s entire activity since August 20, 2020 (inception) through September 30, 2021 were organizational activities and those necessary to prepare for the Initial Public Offering and searching for a target, described below. We do not expect to generate any operating revenues until after the completion of our initial business combination. We have and expect to continue generating non-operating income in the form of interest income from the proceeds from the Initial Public Offering. We expect that we will incur increased expenses as a result of being a public company (for ongoing legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with searching for, and completing, a business combination.

For the three months ended September 30, 2021, Spring Valley had a net loss of $1,926,407, which consisted of operating costs of $441,399 and changes in fair value of derivative warrant liabilities of $1,488,000, offset by interest income on marketable securities held in the Trust Account of $2,992.

For the nine months ended September 30, 2021, Spring Valley had net income of $2,375,077, which consisted of interest income on marketable securities held in the Trust Account of $14,513 and changes in fair value of derivative warrant liabilities of $3,486,000, offset by formation and operation costs of $1,125,436.

For the nine months ended September 30, 2021, cash used in operating activities was $691,041. Net income of $2,375,077 was offset by change in fair value of derivative liabilities of $3,486,000, interest earned and unrealized gain on marketable securities held in the Trust Account of $14,513, and changes in operating assets and liabilities, which used $434,395 of cash.

Liquidity and Capital Resources

As of September 30, 2021, Spring Valley had cash of $1,190,307 and cash held in its Trust Account of $232,316,486.

Spring Valley’s management intends to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account, which interest shall be net of taxes payable and excluding deferred underwriting commissions, to complete the Transactions. During this time, Spring Valley may withdraw interest from the Trust Account to pay taxes, if any. To the extent that Spring Valley’s share capital or debt is used, in whole or in part, as consideration to complete a business combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

Spring Valley’s management intends to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, review corporate documents and material agreements of prospective target businesses, structure, negotiate and complete a business combination.

In order to fund working capital deficiencies or finance transaction costs in connection with a business combination, Spring Valley’s Sponsor or an affiliate of its Sponsor or certain of its officers and directors

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may, but are not obligated to, loan Spring Valley funds as may be required. If Spring Valley completes a business combination, Spring Valley may repay such loaned amounts out of the proceeds of the Trust Account released to us. In the event that a business combination does not close, Spring Valley may use a portion of the working capital held outside the Trust Account to repay such loaned amounts, but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into warrants, at a price of $1.00 per warrant, at the option of the lender. The warrants would be identical to the Spring Valley Private Placement Warrants. To date, there are no amounts outstanding under any such loans.

Based on the foregoing, Spring Valley’s management believes that Spring Valley will have sufficient working capital and borrowing capacity from the Sponsor or an affiliate of the Sponsor, or certain of Spring Valley’s officers and directors to meet Spring Valley’s expenditure needs through the consummation of an initial business combination.

Spring Valley continues to evaluate the impact of COVID-19 and has concluded that the specific impact is not readily determinable as of September 30, 2021, the date of the condensed balance sheet. The financial statement does not include any adjustments that might result from the outcome of this uncertainty.

Off-Balance Sheet Financing Arrangements

Spring Valley has no obligations, assets or liabilities which would be considered off-balance sheet arrangements as of September 30, 2021, as defined in Item 303(a)(4)(ii) of Regulation S-K. Spring Valley does not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. Spring Valley has not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

Contractual Obligations

Spring Valley does not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay an affiliate of the Sponsor a monthly fee of $10,000 for office space, utilities and secretarial and administrative support services provided to the Company. Spring Valley began incurring these fees on November 23, 2020 and will continue to incur these fees monthly until the earlier of the completion of a business combination and its liquidation.

The underwriter is entitled to a deferred fee of $0.35 per Unit, or $8,050,000 in the aggregate. The deferred fee will become payable to the underwriter from the amounts held in the Trust Account solely in the event that Spring Valley completes a business combination, subject to the terms of the underwriting agreement.

Pursuant to a registration and shareholders rights agreement entered into on November 23, 2020, the holders of the Spring Valley Founder Shares, Spring Valley Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans (as defined below) (and any Spring Valley Class A ordinary shares issuable upon the exercise of the Spring Valley Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans) will be entitled to registration rights. The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to completion of a business combination. However, the registration and shareholder rights agreement provides that we will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period. The registration and shareholder rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering Spring Valley’s securities. Spring Valley will bear the expenses incurred in connection with the filing of any such registration statements.

Critical Accounting Policies

This management’s discussion and analysis of Spring Valley’s financial condition and results of operations is based on Spring Valley’s financial statements, which have been prepared in accordance with

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accounting principles generally accepted in the United States of America. The preparation of Spring Valley’s financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities in Spring Valley’s financial statements. On an ongoing basis, Spring Valley evaluates its estimates and judgments, including those related to fair value of financial instruments and accrued expenses. Spring Valley bases its estimates on historical experience, known trends and events and various other factors that Spring Valley believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Spring Valley has not identified any critical accounting policies.

Derivative Warrant Liability

Spring Valley accounts for the Spring Valley Warrants as either equity-classified or liability-classified instruments based on an assessment of the specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity and ASC 815, Derivatives and Hedging. The assessment considers whether the Spring Valley Warrants are freestanding financial instruments, meet the definition of a liability, and whether the Spring Valley Warrants meet all of the requirements for equity classification, including whether the Spring Valley Warrants are indexed to our own ordinary shares and whether the holders of Spring Valley Warrants could potentially require “net cash settlement” among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of issuance of the Spring Valley Warrants and as of each subsequent quarterly period end date while the Spring Valley Warrants are outstanding. For issued or modified Spring Valley Warrants that meet all of the criteria for equity classification, such Spring Valley Warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified Spring Valley Warrants that do not meet all the criteria for equity classification, such Spring Valley Warrants are recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the liability-classified Spring Valley Warrants are recognized as a non-cash gain or loss on the statements of operations.

Spring Valley accounts for the Spring Valley Warrants as liabilities. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our unaudited condensed statement of operations included in the Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021.

Recent Accounting Pronouncements

Spring Valley’s management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying financial statements.

JOBS Act

The JOBS Act contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. Spring Valley qualifies as an EGC and under the JOBS Act is allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. Spring Valley is electing to delay the adoption of new or revised accounting standards, and as a result, Spring Valley may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-EGCs. As a result, the unaudited condensed financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

Additionally, Spring Valley is in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an EGC, Spring Valley chooses to rely on such exemptions Spring Valley may not be required to, among other things, (i) provide an auditor’s attestation report on Spring Valley’s system of internal controls over financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure that may be required of non-EGC public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit

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firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis) and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of Spring Valley’s Initial Public Offering or until Spring Valley is no longer an EGC, whichever is earlier. Spring Valley expects to remain an EGC until December 31, 2025, the last day of the fiscal year following the fifth anniversary of its Initial Public Offering.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF NUSCALE LLC

The following discussion and analysis of the financial condition and results of operations of NuScale LLC should be read together with our financial statements as of and for the years ended December 31, 2020 and 2019 and unaudited interim condensed financial statements as of and for the nine months ended September 30, 2021 and 2020, together with related notes thereto. The discussion and analysis should also be read together with the section entitled “Business of NuScale LLC” and our pro forma financial information as of and for the year ended December 31, 2020 and the nine months ended September 30, 2021. See “Unaudited Pro Forma Condensed Combined Financial Information.” This discussion may contain forward-looking statements based upon current expectations that involve risks and uncertainties. Our actual results may differ materially from those projected in these forward-looking statements as a result of various factors, including those set forth under “Risk Factors” or in other parts of this Proxy Statement/Prospectus. Certain amounts may not foot due to rounding. Unless the context otherwise requires, references in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations of NuScale LLC” section to “NuScale LLC,” “us,” “our” or “we” refer to NuScale LLC prior to the Merger, and to NuScale Corp following the consummation of the Transactions.

Overview

Our mission is to provide scalable advanced nuclear technology for the production of electricity, heat, and clean water to improve the quality of life for people around the world. We are changing the power that changes the world by creating an energy source that is smarter, cleaner, safer and cost competitive.

Our SMR, known as NPM, provides a scalable power plant solution incorporating enhanced safety, improved affordability and extended flexibility for diverse electrical and process heat applications. Our scalable design provides carbon-free energy and at a reduced cost when compared with gigawatt-sized nuclear facilities.

Since our founding in 2007, we have made significant progress towards commercializing the first SMR in the United States In 2017, we submitted our DCA to the NRC. On August 28, 2020, the NRC issued its Final Safety Evaluation Report, representing the NRC’s completion of its technical review. On September 11, 2020 the NRC issued its SDA of our NPM and scalable plant design. With this phase of NuScale LLC’s DCA now complete, customers may proceed with plans to develop NuScale power plants with the understanding that NRC has approved the safety aspects of the NPM and plant design.

The Transactions

We entered into the Merger Agreement with Spring Valley on December 13, 2021. Pursuant to the Merger Agreement, and assuming approval by Spring Valley’s shareholders, Merger Sub will merge with and into NuScale LLC with NuScale LLC surviving the Merger as a subsidiary of Spring Valley. Upon the consummation of the Transactions, Spring Valley will be renamed NuScale Power Corporation.

We anticipate the Merger will be accounted for as a reverse recapitalization as provided under U.S. GAAP. NuScale LLC will be deemed the predecessor and NuScale Corp will be the successor SEC registrant, meaning that NuScale LLC’s financial statements for previous periods will be disclosed in NuScale Corp’s future periodic reports filed with the SEC. We will be treated as the acquired company for financial statement reporting purposes. The most significant change in NuScale Corp’s future reported financial position and results are expected to be an estimated net increase in cash (as compared to NuScale LLC’s financial position as of September 30, 2021) of between approximately $200 million, assuming maximum shareholder redemptions permitted pursuant to the terms of the Merger Agreement, and $400 million, assuming no shareholder redemptions, and in each case including $211.0 million in gross proceeds from the private placement by Spring Valley. Total transaction costs are estimated at $43.0 million. See “Unaudited Pro Forma Condensed Combined Financial Information.”

Key Factors Affecting Our Prospects and Future Results

We believe that our performance and future success depend on a number of factors that present significant opportunities for us but also pose risks and challenges, including competition from carbon-based

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and other non-carbon-based energy generators, the risk of perceived safety issues and their consequences for our reputation and the other factors discussed under the section titled “Risk Factors.” We believe the factors described below are key to our success.

Commencing and Expanding Commercial Launch Operations

In September 2020, we became the first and only company to receive NRC SDA for an SMR. We believe our commercialization activities are being completed at a pace that can support delivery of modules to a client site as early as 2027. We have an agreement in place with UAMPS to deploy a NuScale 6-module power plant at the DOE’s Idaho National Laboratory as part of UAMPS’ CFPP. Commercial operation of that power plant is slated for 2029. In November 2021, we signed a teaming agreement with S.N. Nuclearelectrica S.A., an entity that operates under the authority of the Romanian Ministry of Energy, to advance the deployment of our NPMs to Romania. Under the teaming agreement, we will evaluate activities associated with the planning, siting and licensing of our NuScale power plant technology at a site that is the location of existing coal-fueled electricity plant. We expect the site in Romania to use six modules and to be commercially operable by 2028.

We have over 100 potential target customers, including, in addition to UAMPS, ten customers across seven countries that we consider highly interested customers who are considering an NPM power plant deployment in the late 2020s or early 2030s. We believe the long lead-time involved with siting an SMR, the number of customers in our pipeline and the work being performed by these potential customers involving a NuScale deployment project bode well for our potential future success.

Regulatory Approvals

We expect to submit an application to the NRC for our latest power enhanced design. If approved, the licensed output of our NPM will be raised from 50 MWe to 77 MWe. Approval of the design, which could come in 2024, would increase the cost-competitiveness of our NPM, and we consider obtaining such approval a critical milestone.

Other factors that we believe are critical to our future success are country-level approvals of our NPM design. We also believe site-approvals by our customers to be key to facilitating broader adoption of our products and services. Obtaining these approvals before others is critical in maintaining our competitive advantage.

Successful Implementation of the First NPM Power Plant

A critical step in our success will be the successful construction and operation of the first nuclear power plant using our NPM. We expect that the first NPM for the UAMPS facility could be operational as early as 2029 with the remaining five modules achieving commercial operation in 2030.

Key Components of Results of Operations

We are an early-stage company and our historical results may not be indicative of our future results. Accordingly, the drivers of our future financial results, as well as the components of such results, may not be comparable to our historical or future results of operations.

Revenue

We have not generated any material revenue to date. All revenue that we have generated to date arises from engineering and licensing services provided to potential customers. As a result of those front end engineering and development services, we expect to generate a significant portion of our revenue from the sale of NPMs. We also expect to generate revenue by providing critical services, such as start-up and testing and nuclear fuel and refueling services, over the life cycle of each power plant.

Expenses

Research and Development Expense

Our research and development (“R&D”) expenses consist primarily of internal and external expenses incurred in connection with our R&D activities. These expenses include labor directly performed on our

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projects and fees paid to third parties working on and testing specific aspects of our NPM design. R&D costs have been expensed as incurred.

General and Administrative Expense

G&A expenses consist of compensation costs for personnel in executive, finance, accounting, human resources and other administrative functions. G&A expenses also include legal fees, professional fees paid for accounting, auditing, consulting services, insurance costs and facility costs. Following the Transactions, we expect we will incur higher G&A expenses for public company costs such as compliance with the regulations of the SEC and Nasdaq.

Other Operating Expense

Other operating expenses consist primarily of compensation costs (including indirect benefits and stock-based compensation expense) for operating personnel.

Department of Energy Cost Share

The DOE cost share amounts reflect our cost-sharing arrangement with the DOE. Generally, as our qualifying operating costs change, there is a corresponding change in the reimbursable amounts. The amount of any reimbursement is recognized in the period that we recognize the qualifying expenses.

Income Tax Effects

We are a limited liability company that is treated as a partnership for tax purposes, with each of our members accounting for its share of tax attributes and liabilities. Accordingly, there are no current or deferred income tax amounts recorded in our financial statements.

Results of Operations

Comparison of the Years Ended December 31, 2020 and 2019

​	Year Ended December 31,
(in thousands)	2020			2019
Revenue	​	$	600	​	$	373
Cost of revenue	​	​	(355)	​	​	(321)
Gross margin	​	​	245	​	​	52
Other operating expenses	​	​	​	​	​	​
Research and development	​	​	95,267	​	​	62,553
General and administrative	​	​	37,176	​	​	38,845
Other	​	​	26,645	​	​	26,288
Loss from operations	​	​	(158,843)	​	​	(127,634)
Department of Energy cost share	​	​	71,109	​	​	56,699
Interest expense	​	​	(653)	​	​	(172)
Net loss	​	$	(88,387)	​	$	(71,107)

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Research and Development

A breakdown of R&D costs by nature for the years ended December 31, 2020 and 2019 is presented below:

​	Year Ended December 31,
(in thousands except percentages)	2020		2019
Research and development expenses:	​	​	​	​
Professional fees	​	63,856	​	36,076
Personnel costs	​	31,264	​	26,044
Other	​	165	​	433
Total	​	95,267	​	62,553

These increases were driven by increased efforts in the standard plant design scope of the plan development. The NRC’s review of the NPM design application concluded in late 2020, and efforts to respond to questions during the review increased from 2019 to 2020 as we worked to finalize the application.

General and Administrative

The decrease in G&A expenses in 2020 was primarily due to decreases in compensation and benefits of $1.3 million and travel of $1.0 million, offset by a $1.4 million increase in professional fees.

Department of Energy Cost Share

The DOE cost share increase in 2020 reflects the incurrence of higher qualifying costs for the year ended December 31, 2020 compared to the year ended December 31, 2019.

Comparison of the Nine months Ended September 30, 2021 and 2020

​	Nine Months Ended September 30,
(in thousands)	2021			2020
Revenue	​	$	1,333	​	$	322
Cost of revenue	​	​	(807)	​	​	(167)
Gross margin	​	​	526	​	​	155
Other operating expenses	​	​	​	​	​	​
Research and development	​	​	66,021	​	​	70,875
General and administrative	​	​	33,580	​	​	26,665
Other	​	​	24,166	​	​	18,581
Loss from operations	​	​	(123,241)	​	​	(115,996)
Department of Energy cost share	​	​	50,408	​	​	52,926
Interest expense	​	​	(1,613)	​	​	(267)
Net loss	​	$	(74,446)	​	$	(63,307)

Research and Development

The decrease in R&D during 2021 mainly reflected a $3.0 million decrease in professional fees and a $1.7 million decrease in personnel-related costs.

General and Administrative

The increase in G&A during 2021 was primarily due to a $5.1 million increase in professional fees and $1.6 million increase in compensation and benefit costs.

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Other Operating Expense

The increase in other expense during 2021 was primarily due to a $5.8 million increase in compensation costs offset by a $0.5 million decrease in professional fees.

Department of Energy Cost Share

The DOE cost share decrease in 2021 reflects the incurrence of slightly fewer qualifying costs for the nine-months ended September 30, 2021, compared to the nine-months ended September 30, 2020.

Interest Expense

The increase in interest expense during 2021 was incurred in connection with borrowings under the LOC with Fluor from late 2020 through first quarter of 2021. All amounts owed in connection with such borrowings were repaid by June 2021.

Liquidity and Capital Resources

Liquidity

We measure liquidity in terms of our ability to fund the cash requirements of our R&D activities and our near term business operations, including our contractual obligations and other commitments. Our current liquidity needs primarily involve R&D activities for the ongoing development of the NPM and associated plant design.

We had $103 million in cash and cash equivalents as of September 30, 2021 (compared to $4.9 million as of December 31, 2020), of which $80 million was considered restricted cash, subject to regulatory approval. With receipt of the regulatory approval in the fourth quarter of 2021, this restriction was removed. We also had total debt of $13.9 million as of September 30, 2021 (compared to $33.9 million as of December 31, 2020), representing outstanding principal and accrued interest on the Fluor Convertible Note.

Going Concern

As part of issuing our financial statements, we evaluated whether there were any conditions and events that raise substantial doubt about our ability to continue as a going concern over the next twelve months. Since inception, we have incurred significant operating losses, have an accumulated deficit of $754 million and negative operating cash flow during 2020 and 2019. Management expects that operating losses and negative cash flows may increase from the 2020 levels because of additional costs and expenses related to the development of technology and the development of market and strategic relationships with other companies. Our continued solvency is dependent upon our ability to obtain additional working capital to complete our product development, to successfully market our product and to achieve commerciality of our products.

We entered into our most recent agreement with DOE in February 2020. Total amounts under this award during 2020 were $100.5 million. Additional obligations of $70 million were issued in 2021. We are pursuing a variety of additional funding to support the continuation of operations. While we believe we have sufficient funding for the short term, management has concluded there is substantial doubt about our ability to continue as a going concern through December 2022.

To date, we have not generated any material revenue. We do not expect to generate any meaningful revenue unless and until we are able to commercialize our NPM and related services. We will require additional capital to develop our products and services and to fund operations for the foreseeable future. We expect our costs to increase in connection with advancement of our products and services toward commercialization. In addition, upon the completion of the Transactions, we expect to incur additional costs associated with operating as a public company. While we believe that the proceeds of the Transactions (including the related private placement) may be sufficient to reach commercialization of our NPM, certain costs are not reasonably estimable at this time and we may require additional funding and our projections anticipate certain customer-sourced income that is not assured.

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Summary Statement of Cash Flows for the Years Ended December 31, 2020 and 2019

The following table sets forth the primary sources and uses of cash and cash equivalents for the periods presented below:

​	Year Ended December 31,
(in thousands)	2020			2019
Net cash used in operating activities	​	$	(47,235)	​	$	(66,412)
Net cash used in investing activities	​	​	(3,526)	​	​	(1,076)
Net cash provided by financing activities	​	​	38,494	​	​	76,996
Net increase (decrease) in cash and cash equivalents	​	​	(12,267)	​	​	9,508

Cash Flows used in Operating Activities

Our operating cash flow increased during 2020 despite an increase in our net loss. This resulted from the 2020 collection of a large receivable ($18 million) accrued as of December 31, 2019 and collection of $13 million from the DOE in 2020 that has been deferred as a liability.

Cash Flows used in Investing Activities

Investing cash flows generally reflect capital expenditures on computer equipment and software. In 2020, we had more of such purchases than in 2019.

Cash Flows from Financing Activities

In 2020, net cash provided by financing activities consisted of proceeds from the incurrence of debt of $20 million as a note payable to Fluor and proceeds from the sale of convertible preferred units of $18.5 million.

In 2019, net cash provided by financing activities consisted primarily of proceeds from the sale of convertible preferred units.

Summary Statement of Cash Flows for the Nine months Ended September 30, 2021 and 2020

The following table sets forth the primary sources and uses of cash and cash equivalents for the periods presented below:

​	Nine months Ended September 30,
(in thousands)	2021			2020
Net cash used in operating activities	​	$	(73,389)	​	$	(24,301)
Net cash used in investing activities	​	​	(1,573)	​	​	(3,062)
Net cash provided by financing activities	​	​	172,715	​	​	14,974
Net increase (decrease) in cash, cash equivalents and restricted cash	​	​	97,753	​	​	(12,389)

Cash Flows used in Operating Activities

Our operating cash flow decreased in 2021 due principally to the $11 million increase in net loss, an increase in adverse working capital effects of accounts receivable of $19 million and an increase in adverse DOE deferral effects of $25 million

Cash Flows used in Investing Activities

Investing cash flows generally reflect capital expenditures on computer equipment and software. In 2021, we had fewer such purchases than in 2020.

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Cash Flows from Financing Activities

For 2021, net cash provided by financing activities consisted primarily of proceeds from the sale of $192.5 million in convertible preferred units offset by a net repayment of $20.0 million under notes payable to Fluor.

For the nine months ended September 30, 2020, net cash provided by financing activities consisted primarily of proceeds from the sale of convertible preferred units of $10.0 million and proceeds from borrowings of $5.0 million under notes payable to Fluor.

Commitments and Contractual Obligations

We are a party to operating leases primarily for office space under non-cancelable operating leases. The following table summarizes our lease commitments as of December 31, 2020:

Year Ending December 31	Minimum Lease Commitment
​	(in thousands)
2021	​	$	1,650
2022	​	​	1,210
2023	​	​	214
Total	​	$	3,074

Apart from leases, we do not have any other material contractual obligations, commitments or contingent obligations.

Off-Balance Sheet Arrangements

As of September 30, 2021, we have not engaged in any off-balance sheet arrangements, as defined in the rules and regulations of the SEC.

Critical Accounting Policies and Estimates

Our financial statements have been prepared in accordance with U.S. GAAP. Preparation of the financial statements requires our management to make a number of judgments, estimates and assumptions relating to the reported amount of expenses, assets and liabilities and the disclosure of contingent assets and liabilities. We consider an accounting judgment, estimate or assumption to be critical when (1) the estimate or assumption is complex in nature or requires a high degree of judgment and (2) the use of different judgments, estimates and assumptions could have a material impact on our financial statements. Our significant accounting policies are described in our financial statements included elsewhere in this Proxy Statement/Prospectus. Additional information about our critical accounting policies follows:

Accounts Receivable

Accounts receivable includes reimbursement requests outstanding from the DOE awards and are recognized as eligible costs are incurred. Such treatment creates symmetry with our incurrence of qualifying costs. We do assess the probability of collection from the DOE in establishing the fair value of recorded amounts.

Revenue Recognition

We recognize fixed price contract revenue with multiple performance obligations as each obligation is completed. We allocate the transaction price to each performance obligation using an estimate of the stand-alone selling price of each distinct service in the contract. Revenue recognized on contracts that have not been billed to customers is classified as a current asset under Accounts Receivable on the Balance Sheet. Amounts billed to clients in excess of revenue recognized are classified as a current liability under Deferred Revenue.

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We recognize time and material contracts revenue over time, matching continuous transfer of control to the customer. We account for these contracts as a single performance obligation and recognizes revenue using the percentage-of-completion method, based on contract cost incurred to date compared to total estimated contract cost. The percentage-of-completion method (an input method) is the most faithful depiction of our performance because it directly measures the value of the services transferred to the customer. Changes to total estimated contract cost or losses, if any, are recognized in the period in which they are determined as assessed at the contract level. Pre-contract costs are expensed as incurred unless they are expected to be recovered from the client.

We exclude all taxes assessed by governmental authorities from our measurement of transaction prices that are both (i) imposed on and concurrent with a specific revenue-producing transaction and (ii) collected from customers. Accordingly, such tax amounts are not included as a component of revenue or cost of sales.

We generally provide limited warranties for work performed under our engineering contracts. The warranty periods typically extend for a limited duration following substantial completion of our work.

Because our SMR is designed to be sold on a modular basis, we are limited under U.S. GAAP in our ability to recognize revenue on a percent-of-completion (“POC”) basis. Other companies with a less-standardized approach might be able to use POC, which would have the effect of accelerating any profit ahead of us with our use of completed contract accounting.

Equity-Based Compensation

Equity-based compensation is measured using a fair value-based method for all equity-based awards. The cost of awarded equity instruments is recognized based on each instrument’s grant-date fair value over the period during which the grantee is required to provide service in exchange for the award. The determination of fair value requires significant judgment and the use of estimates, particularly with regard to Black-Scholes assumptions such as stock price volatility and expected option lives to value equity-based compensation. Equity-based compensation is recorded as a general and administrative expense in the statements of operations.

We measure the fair value of each unit option grant at the date of grant using a Black-Scholes option pricing model. We estimate the expected term of options granted based on historical experience and expectations. We use the treasury yield curve rates for the risk-free interest rate in the option valuation model with maturities similar to the expected term of the options. Volatility is determined by reference to the actual volatility of several publicly traded companies that are similar to us in our industry sector. We do not anticipate paying any cash dividends in the foreseeable future and therefore use an expected dividend yield of zero in the option valuation model. Forfeitures are recognized as they occur. All equity-based payment awards are amortized on a straight-line basis over the requisite service periods of the awards.

There is substantial judgment in selecting the assumptions which we use to determine the fair value of such stock awards and other companies could use similar market inputs and experience and arrive at different conclusions with respect to those used to calculate fair value. Using alternative assumptions could cause there to be differences in the resulting fair value. If the fair value were to increase, the amount of expense that would result would also increase. Conversely, if fair value were to decrease, the amount of expense would decrease.

Emerging Growth Company Accounting Election

Section 102(b)(1) of the JOBS Act exempts EGCs from being required to comply with new or revised financial accounting standards until private companies are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect not to take advantage of the extended transition period and comply with the requirements that apply to non-EGCs, and any such election to not take advantage of the extended transition period is irrevocable. Following the consummation of the Transactions, we expect to be an EGC at least through the end of 2022 and will have the benefit of the extended transition period. We intend to take advantage of the benefits of this extended transition period.

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Recent Accounting Pronouncements

Our financial statements included elsewhere in this prospectus contain more information about recently adopted accounting pronouncements and recently issued accounting pronouncements not yet adopted, including the timing of their adoption, and our assessment, to the extent we have made one yet, of their potential impact on us.

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EXECUTIVE COMPENSATION

Spring Valley Executive and Director Compensation

The following disclosure concerns the compensation of Spring Valley’s executive officers and directors from inception (i.e., pre-business combination).

None of Spring Valley’s executive officers or directors have received any cash compensation for services rendered to Spring Valley. Since the consummation of Spring Valley’s Initial Public Offering and until the earlier of the consummation of an initial business combination and Spring Valley’s liquidation, Spring Valley will reimburse the Sponsor for office space and secretarial and administrative services provided to Spring Valley, in an amount not to exceed $10,000 per month. In addition, Spring Valley’s Sponsor, executive officers and directors and their respective affiliates are being reimbursed for any out-of-pocket expenses incurred in connection with activities conducted on Spring Valley’s behalf, such as identifying potential target businesses and performing due diligence on suitable business combinations. Spring Valley’s audit committee reviews all payments that Spring Valley makes to the Sponsor, executive officers and directors and their respective affiliates on a quarterly basis. Any such payments prior to an initial business combination are made using funds held outside of the Trust Account. Other than quarterly audit committee review of such reimbursements, Spring Valley does not have any additional controls in place for governing reimbursement payments to its directors and executive officers for their out-of-pocket expenses incurred on behalf of Spring Valley and in connection with identifying and consummating an initial business combination. Other than these payments and reimbursements, no compensation of any kind, including finder’s and consulting fees, is paid by Spring Valley to the Sponsor, executive officers and directors or any of their respective affiliates, prior to completion of an initial business combination.

Post-Transactions Company Executive Compensation

Throughout this section, unless otherwise noted, “we,” “us,” “our” and similar terms refer to NuScale LLC and its subsidiaries prior to the consummation of the Transactions, and to NuScale Corp and its subsidiaries after the Transactions.

Anticipated Compensation of Directors and Executive Officers after the Transaction

Following the closing of the Transactions, we expect NuScale Corp’s executive compensation program to be consistent with NuScale LLC’s compensation policies and philosophies, which are designed to:

•

attract, retain and motivate senior management leaders who are capable of advancing NuScale’s mission and strategy and, ultimately, creating and maintaining its long-term equity value. Such leaders must engage in a collaborative approach and possess the ability to execute its business strategy in an industry characterized by competitiveness and growth;

•

reward senior management in a manner aligned with NuScale’s financial performance; and

•

align senior management’s interests with equity owners’ long-term interests through equity participation and ownership.

Decisions with respect to the compensation of NuScale Corp’s executive officers, including its named executive officers, will be made by the compensation committee of the NuScale Corp Board . The terms of each named executive officer’s employment agreement are described below under “— Employment Agreements.”

In addition to base salary and annual bonuses, we expect NuScale Corp to use stock-based awards in future years to promote its interests by providing executives with the opportunity to acquire equity interests as an incentive for their remaining in its service and aligning the executives’ interests with those of NuScale Corp’s equity holders.

NuScale Corp expects to adopt a Stock Ownership and Anti-Hedging/Pledging Policy that will require non-employee directors and executive officers to acquire and hold sufficient shares of our common stock to meaningfully participate in the risks and rewards of ownership with NuScale Corp stockholders, and that

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will prohibit hedging, pledging and similar transaction that would minimize the risks of stock ownership. Non-employee directors and executive officers will be required to acquire and retain the net after-tax shares received as compensation until accumulated holdings have a market value equal to a multiple of their base compensation, as indicated in the table below.

Non-employee directors	5x annual cash retainer
CEO	5x base salary
CFO and CEO Direct Reports	2x base salary

Compensation paid based on performance, including any award under the Long Term Incentive Plan, will be subject to a recoupment ("clawback") policy. In the event of a restatement of incorrect financial results, this policy will enable the Board or the Compensation Committee, if it determines appropriate and subject to applicable laws, to seek reimbursement from award recipients of any portion of an award that would not have been earned based on corrected financial results.

Director Compensation

Non-employee directors of NuScale Corp that are not affiliated with Fluor will receive varying levels of compensation for their services as directors and members of committees of the NuScale Corp Board. NuScale Corp will compensate non-employee directors in accordance with industry practice and standards. This includes an anticipated annual $80,000 cash retainer (or stock equivalent), payable quarterly in arrears; an annual cash retainer of $50,000 for the non-Executive Chair of the NuScale Corp Board; and a $30,000 cash retainer for the Lead Independent Director. At the completion of the Transactions, NuScale Corp expects to have a non-Executive Chair of the NuScale Corp Board and no Lead Independent Director. We expect to pay additional annual cash retainers, quarterly in arrears, for committee members as follows:

​	Member	Additional to Chair
Audit	$10,000	$12,500 ($22,500 total)
Compensation	$7,500	$8,000 ($15,500 total)
Nominating and Governance	$5,000	$6,500 ($11,500 total)

In addition to cash compensation, we expect non-employee directors will receive an annual restricted stock unit (“RSU”) award with a grant value equal to $80,000, which we expect will be granted on the date of the annual shareholder meeting and will vest quarterly, i.e., will become fully vested after one year. We also anticipate that new non-employee directors, including those who become directors of NuScale Corp as a result of the Transactions, will receive a one-time inducement RSU award with a grant value equal to $110,000 upon joining the NuScale Corp Board. Such one-time inducement RSU award will vest quarterly over a period of three years, with 33% of the total RSU value vesting each year. The non-employee directors who we expect will receive this one-time inducement following the transaction are James T. Hackett, Kent Kresa, Kimberly O. Warnica, and Christopher Sorrells. Following his retirement as Executive Chairman of Fluor and the expiration of his current term on the Fluor Board of Directors in May 2022, Alan L. Boeckmann will receive the forgoing compensation as a non-employee director of NuScale Corp, including the one-time inducement.

NuScale LLC Executive Compensation

This section provides an overview of NuScale LLC’s compensation programs, including a description of the material factors necessary to understand the information disclosed in the summary compensation table below. This section also provides an overview of certain compensation arrangements adopted in connection with the Merger Agreement, to be effective on the Closing. This discussion may contain forward-looking statements that are based on NuScale LLC’s current plans, considerations, expectations and determinations regarding future compensation programs. Actual compensation programs that NuScale Corp adopts following the completion of the Transactions may differ materially from the existing and currently planned programs summarized or referred to in this discussion.

For the year ended December 31, 2021, NuScale’s named executive officers (“NEOs”) were:

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John L. Hopkins — Chief Executive Officer (CEO) and President

Dale Atkinson — Chief Operating Officer and Chief Nuclear Officer

Chris Colbert — Chief Financial Officer & Chief Strategy Officer

We believe that our success is driven by our employees, and that our employees will only be successful if they have leaders who provide strategic vision and direction. To attract talented leaders, we offer a balanced compensation package that includes competitive base pay and incentive compensation that rewards both short and long-term value creation.

Our compensation program includes the following pay delivery components:

•

Base pay salary structure that is competitive in the labor markets and industries in which we operate.

•

An incentive (cash bonus) program that rewards key employees based on results.

•

An equity program that attracts, retains, and motivates longer-term excellence.

•

A performance management system that links performance to desired outcomes.

•

A job evaluation system that focuses on external cost of labor, with a secondary review of internal equity.

Base Pay

For executives, including our NEOs, we target base pay in the third quartile (50th to 75th percent) of base of pay according to industry benchmarking studies with 50th percent being the midpoint of base compensation in the industry.

Our salary structure consists of pay ranges that group jobs having similar value based on internal and/or external comparisons. Each range is assigned a minimum, midpoint and maximum pay. For any given position the purpose of a pay range is to manage pay within these limits as defined below:

•

The minimum reflects the lowest wage an incumbent should receive.

•

The midpoint indicates the “going-rate” or the average pay fully qualified incumbents should receive.

•

The maximum is the highest wage an incumbent should receive.

Pay ranges are also measured in terms of spread and midpoint differential.

•

The spread refers to the width, or the difference, between the minimum pay and the maximum pay of any given grade.

•

Midpoint differential is the percentage difference between pay grade midpoints as they progress from the lowest grade to the highest within the structure.

The range spread is designed to compensate for all levels of skills, knowledge, experience and performance within the job. Our range has a minimum and maximum pay built around the market 5th and 95th percentile; the midpoint is based on the market 50th percentile. Movement through the range generally occurs commensurate with our assessment of an employee’s capabilities and performance.

Our salary structures are to be used as a guide for determining appropriate offers to new hires and salary increases for employees. Each position at NuScale LLC has been assigned to a salary grade that identifies the minimum and maximum amounts we will pay for jobs assigned to that grade. Assignment is based on the competitive marketplace as defined by established industry salary surveys. Depending on the type of position, the grade classification for each position is based on the cost of wages in the industry and/or the Portland, Oregon geographic region, with determination dependent on the position, and the market in which we compete for talent. We review market data periodically and make appropriate adjustments made to the structure.

NuScale Professional Incentive Plan

We adopted the NuScale Professional Incentive Plan (the “NuScale Professional Incentive Plan”) on January 1, 2015 to focus senior staff, managers and other personnel designated by our chief executive

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officer on critical success factors. Under the plan, eligible employees may earn an annual cash bonus equal to a percentage of their base pay if they achieve annual performance goals, which may include company performance measures and individual goals. We set target and maximum incentive payment amounts by job classification. Typically, plan participants are identified in the third quarter; company performance measures are proposed by our chief executive officer and approved by our Compensation Committee, and individual performance measures are proposed by designated managers and approved by our chief executive officer; and goals are fixed in the first quarter.

NuScale LLC 2011 Equity Incentive Plan and Hopkins UARs

NuScale LLC previously granted equity awards to certain employees, including the NEOs, which are generally subject to vesting based on each named executive officer’s continued service. Each of our NEOs currently outstanding NuScale Options that were granted under our 2011 Equity Incentive Plan, as amended and amended and restated from time to time (the “2011 Plan”), as set forth in the table below titled “2020 Outstanding Equity Awards at Fiscal Year-End.” In addition, we awarded John L. Hopkins, our chief executive officer, Unit Appreciation Rights (“Hopkins UARs”), as set forth in the table below.

At the Effective Time, the 2011 Plan will terminate and each option granted under the 2011 Plan that is outstanding immediately prior to the Effective Time, whether vested or unvested, will, automatically and without any required action on the part of the holder thereof, cease to represent a NuScale Option and will be assumed by NuScale Corp and converted into an option to purchase a number of shares of NuScale Corp Class A Common Stock (such option, an “NuScale Corp Option”) equal to the product (rounded down to the nearest whole number) of (i) the number of NuScale LLC Units subject to such NuScale Option immediately prior to the Effective Time and (ii) the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (A) the exercise price per unit of the NuScale LLC Unit of such NuScale Option immediately prior to the Effective Time divided by (B) the Exchange Ratio; provided, however, that the exercise price and the number of shares of NuScale Corp Class A Common Stock purchasable pursuant to the NuScale Corp Options will be determined in a manner consistent with the requirements of Section 409A of the Internal Revenue Code. Except as specifically provided above, following the Effective Time, each NuScale Corp Option shall continue to be governed by the same terms and conditions (including vesting and exercisability terms) as were applicable to the corresponding former NuScale Option immediately prior to the Effective Time.

At the Effective Time, each of the Hopkins UARs that is outstanding immediately prior to the Effective Time, will, automatically and without any required action on the part of the holder thereof, be cancelled and in exchange therefor the holder will receive a number of shares of NuScale Corp Class A Common Stock equal to (i) the Exchange Ratio minus (ii) the quotient of (A) the strike price of $0.11, divided by (B) $10.00; provided that no fractional share of NuScale Corp Class A Common Stock will be issued in connection therewith (with any such fractional amount being rounded down and paid cash in lieu thereof pursuant to the Merger Agreement). If the Hopkins UARs are exercised before the Effective Time, NuScale LLC in its sole discretion may, in lieu of delivering NuScale LLC Common Units to Mr. Hopkins under the terms of the agreement governing the Hopkins UARs, elect to pay him, by cash or cash equivalent, the cash value of such NuScale LLC Common Units. Any such cash election would result in the recognition of compensation expense equal to any excess of the fair value at the time of cash settlement over the grant date fair value for the Hopkins UARs. The maximum value that Mr. Hopkins will be entitled to receive following exercises individually or in the aggregate of the Hopkins UARs is $10,000,000. Mr. Hopkins intends to exercise the Unit Appreciation Rights prior to closing, and the NuScale LLC Board has authorized NuScale LLC to cash settle the Unit Appreciation Rights for $1,540,000 in that case. Consequently, it is not anticipated that any NuScale Corp Class A Common Stock will be issued to Mr. Hopkins in settlement of the Unit Appreciation Rights.

Long Term Incentive Plan-Based Compensation.

After the Transactions, our executives, including our NEOs, will be eligible for awards under the Long-Term Incentive Plan, and non-executives may also be eligible if approved by the Compensation Committee.

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We expect the primary component of our NEO’s total compensation will be equity-based compensation to attempt to tie total compensation to long-term shareholder value. Accordingly, we expect to award executives sizeable equity-based awards at the time of hire and on a periodic basis.

Initially, NuScale Corp expects to grant 100% time-vested RSUs as our equity-based compensation vehicle. We believe that restricted stock units align the long-term interests of management and shareholders and help efficiently manage overall shareholder dilution from stock awards. RSU grant amounts and vesting, whether for new hire or subsequent grants, will be established by the Compensation Committee after receiving recommendations from the Senior Human Resources Officer and the Chief Executive Officer. We expect that RSUs issued to employees will vest over four years, and that, absent a change in control, vesting will not accelerate as a result of termination of employment. We anticipate that grants in future years may include performance shares and stock options in addition to RSUs.

For new hire grants and grants made in connection with internal promotions, the Senior Human Resources Officer and the Chief Executive Officer, and the Compensation Committee will consider a variety of factors, including prior compensation, compensation that will be forfeited upon joining the Company, the compensation of similarly situated senior executives at NuScale Corp, the executive’s expected level of responsibility and expected contributions to our future success, and the compensation of similarly situated executives at peer companies.

For other periodic grants, the Senior Human Resource Officer and the Chief Executive Officer and the Compensation Committee will consider a variety of factors, included the executive’s level of responsibility, past contributions to performance and expected contributions, and relative compensation of similarly situated leaders both within NuScale Corp and in the nuclear industry.

Employee Benefits

We provide all of our employees, including our NEOs, broad-based employee benefits that are intended to attract and retain employees while providing them with health and welfare benefits, including medical, dental, vision, life and disability insurance coverage, and the ability for eligible participants to participate in our 401(k) plan.

Summary Compensation Table

The following table shows information concerning the annual compensation for services provided to NuScale by our NEOs for the year ended December 31, 2021.

Name and Position

Year

Salary ($)

Option awards ($)(1)

Non-equity incentive plan compensation ($)(2)

All other compensation ($)

Total ($)

John L. Hopkins Chief Executive Officer

​

2021

​

544,741

​

1,094,487

​

396,000

​

4,638

​

2,039,866

Dale Atkinson Chief Operating Officer

​

2021

​

407,259

​

804,083

​

270,915

​

15,596

​

1,497,853

Chris Colbert Chief Financial Officer & Chief Strategy Officer

​

2021

​

347,763

​

804,083

​

196,589

​

15,338

​

1,363,774

(1)

The amounts in these columns represent the estimated aggregate grant-date fair value of option awards granted to each NEO, computed in accordance with U.S. GAAP.

(2)

Reflects the amounts estimated to be earned in 2021 under our NuScale Professional Incentive Plan. Actual amounts will be included in an amendment to this Proxy Statement/Prospectus.

Outstanding Equity Awards at 2021 Fiscal Year-End

The following illustrates outstanding equity awards held by the NEOs as of December 31, 2021. The number of securities are the number of Existing NuScale Common Units issuable upon exercise.

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Name	Number of Securities Underlying Unexercised Options Exercisable (#)(1)		Number of Securities Underlying Unexercised Options Unexercisable (#)(1)		Option Exercise Price			Option Expiration Date
John L. Hopkins	​	625,000	​	875,000	​	$	1.11	​	3/31/2031
	​	7,194,375	​	509,625	​	$	0.59	​	02/14/2028
	​	1,000,000(2)	​	0	​	$	0.11	​	N/A
Dale Atkinson	​	459,166	​	642,834	​	$	1.11	​	3/31/2031
	​	1,400,000	​	0	​	$	0.12	​	07/18/2024
	​	1,200,000	​	0	​	$	0.56	​	02/19/2026
	​	3,250,125	​	216,675	​	$	0.59	​	02/14/2028
Chris Colbert	​	459,166	​	642,834	​	$	1.11	​	3/31/2031
	​	624,000	​	0	​	$	0.14	​	02/22/2022
	​	864,000	​	0	​	$	0.11	​	09/13/2023
	​	700,000	​	0	​	$	0.56	​	02/19/2026
	​	1,324125	​	88,275	​	$	0.59	​	02/14/2028

(1)

Options to purchase Existing NuScale Common Units were granted under the 2011 Plan, and will be assumed by NuScale Corp and become options to purchase NuScale Corp Class A Common Stock as set forth in the Merger Agreement. On a pro forma basis at the Effective Time, the number of shares of NuScale Corp Class A Common Stock underlying unexercised options, and the exercise price per share, will be as set forth in the table below.

Pro Forma Number of Shares of NuScale Corp Class A Common Stock Underlying Unexercised Options

Name	Exercisable (#)		Unexercisable (#)		Pro Forma Option Exercise Price			Option Expiration Date
John L. Hopkins	​	108,181	​	151,453	​	$	6.41	​	3/31/2031
​	​	1,245,267	​	88,210	​	$	3.41	​	02/14/2028
​	​	173,089(2)	​	0	​	$	0.64	​	N/A
Dale Atkinson	​	79,477	​	111,267	​	$	6.41	​	3/31/2031
​	​	242,325	​	0	​	$	0.69	​	07/18/2024
​	​	207,707	​	0	​	$	3.24	​	02/19/2026
​	​	562,561	​	37,504	​	$	3.41	​	02/14/2028
Chris Colbert	​	79,477	​	111,267	​	$	6.41	​	3/31/2031
​	​	108,008	​	0	​	$	0.81	​	02/22/2022
​	​	149,549	​	0	​	$	0.64	​	09/13/2023
​	​	121,162	​	0	​	$	3.24	​	02/19/2026
​	​	229,191	​	15,279	​	$	3.41	​	02/14/2028

(2)

Unit Appreciation Rights that entitle Mr. Hopkins to receive a fraction of an Existing NuScale Common Unit having a fair value equal to the excess of the value of a common unit on the date of exercise over the strike price of $0.11. Following Mr. Hopkins’ exercise of Unit Appreciation Rights, NuScale LLC in its sole discretion may, in lieu of delivering common units to Mr. Hopkins, elect to pay him, by cash or cash equivalent, the cash value of such common units, in which case, Mr. Hopkins will not be entitled to common units following the exercise. Any such cash election would result in the recognition of compensation expense equal to any excess of the fair value at the time of cash settlement over the grant date fair value for the Hopkins UARs. The maximum value that Mr. Hopkins is

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entitled to receive following exercises individually or in the aggregate of Unit Appreciation Rights is $10,000,000. Mr. Hopkins intends to exercise the Unit Appreciation Rights prior to closing, and the NuScale LLC Board has authorized NuScale LLC to cash settle the Unit Appreciation Rights for $1,540,000 in that case. Consequently, it is not anticipated that any NuScale Corp Class A Common Stock will be issued to Mr. Hopkins in settlement of the Unit Appreciation Rights.

Executive Employment Agreements

NuScale LLC currently has employment agreements with 12 executives, including its NEOs. In anticipation of the Transaction, effective at Closing, we expect to amend the employment agreements with Mr. Hopkins, our chief executive officer, and with Mr. Atkinson, our chief operating officer, and to replace the employment agreements for each of our other executives, including our other NEO, with an indemnification and change of control agreement that will be effective after the Transaction.

The employment agreements for each of Mr. Hopkins and Mr. Atkinson will provide that if employment is terminated by us without “cause,” other than in connection with a change of control, the executive will be entitled to severance consisting of (i) a lump sum equal to three years’ base salary plus target bonus; (ii) a pro-rated portion of any annual bonus; (iii) continued medical, dental and vision coverage for up to 18 months; (iv) any equity-based compensation awards, other than performance-based equity awards, that are outstanding will continue to vest as if the executive was still employed; (v) any performance-based equity awards will, to the extent the performance criteria are met, be earned at 100% of target, pro-rated based on the number of months executive worked during the performance period; and (vi) all outstanding retention awards will fully vest. If employment is terminated by us without “cause” or by the executive for “good reason,” each in connection with a change in control, the executive will be entitled to receive severance consisting of (a) a lump-sum equal to three years' base salary plus target bonus; (b) if the successor fails to assume the annual incentive plan, a pro-rated portion of any annual bonus; (c) continued medical, dental and vision coverage for up to 18 months; (d) reimbursement of outplacement services expenses incurred in the 12 months following termination up to $25,000; (e) the full vesting of any retention awards; and (f) the full vesting of all equity awards other than performance-based awards and, with respect to performance-based awards, vesting at 100% of target.

In each employment agreement, (1) “cause” is defined as commission of any felony or any crime involving moral turpitude or dishonesty; participation in a fraud against NuScale LLC or any of its affiliates; willful and material breach of the executive’s duties that has not been cured within 30 days after written notice from NuScale LLC of such breach; intentional and material damage to NuScale LLC’s or any of its affiliates’ property; material violation of any policy of NuScale LLC or any of its affiliates or material breach by the executive of his Employee Proprietary Information and Inventions Assignment Agreement with NuScale LLC; and (2) “good reason” is defined as a material diminution of executive’s aggregate compensation, including, without limitation, base salary, annual bonus opportunity, and equity incentive compensation opportunities (other than a base salary, annual bonus opportunity, or equity compensation opportunity reduction of not more than 20% applicable to all similarly situated employees); a material diminution of executive’s authority, duties or responsibilities; or any other action or inaction that constitutes a material breach by NuScale LLC of the agreement under which the executive provides services (e.g., failure of successor to assume the employment agreement or breach of same).

NuScale LLC’s obligation to make the severance payments, and the executive’s right to retain the payments, is wholly conditioned on the executive providing a general release of claims in favor of NuScale LLC and continuing to comply with his obligations under the employment agreement, including the restrictive covenants. The employment agreements each contain (i) a perpetual confidentiality covenant; (ii) non-competition and non-solicitation of business partners covenants during the course of employment and for one year thereafter; (iii) a non-solicitation covenant with respect to employees and other service providers during the course of employment and for twelve months thereafter; and (iv) a non-disparagement obligation.

The employment agreements will also provide that, regardless of whether the executive’s employment is terminated, if there is a change in control and (i) if the successor does not assume NuScale LLC’s annual incentive plan, the annual bonus will be paid in the amount of the target bonus; (ii) if the successor does not assume any outstanding retention awards, then such awards will become immediately fully vested; and

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(iii) if the successor does not assume the equity compensation plan in which the executive participates or grant comparable awards in substitution of the outstanding awards under any such plan, then any outstanding equity-based compensation awards granted to the executive under such plan, other than performance-based equity awards, will become immediately fully vested, and any performance-based equity awards will immediately vest assuming target performance.

NuScale LLC will also adopt an executive severance policy for its executives who do not have employment agreements, including our other NEO, effective as of Closing. The plan will provide that if employment is terminated by us without “cause,” the executive will be entitled to severance consisting of (i) a lump sum equal to one year’s base salary plus target bonus; (ii) continued medical, dental and vision coverage for up to one year; and (iii) the  vesting of all equity awards other than performance-based awards as and if provided in the award agreements and, with respect to performance-based awards, and other awards subject to further vesting, such unvested awards will be terminated. “Cause” in the policy has the same meaning as in the employment agreements described above. NuScale LLC’s obligation to make the severance payments is wholly conditioned on the executive providing a general release of claims in favor of NuScale LLC.

NuScale LLC will also enter into change of control and indemnity agreements with its executive officers who do not have employment agreements, including the other NEO, effective as of Closing. If the executive’s employment is terminated within two years following a change of control by us without “cause,” or by the executive for “good reason” the executive will be entitled to severance consisting of (i) a lump sum equal to one or one and a half times the executive’s base salary plus target bonus; (ii) a prorated annual bonus; (iii) continued medical, dental and vision coverage for up to one year; (iv) reimbursement of outplacement services expenses incurred in the 12 months following termination up to $25,000; and (v) the full vesting of all equity awards other than performance-based awards and, with respect to performance-based awards, vesting based on 100% of target. “Cause” and “good reason” in these agreements have the same meanings as in the employment agreements described above. A change of control includes a person or group holding more than 25% of either (1) the then-outstanding shares of common stock of NuScale Corp or (2) the combined voting power of the then outstanding voting securities of NuScale Corp entitled to vote generally in the election of the NuScale Corp Board.

NuScale LLC’s obligation to make the severance payments, and the executive’s right to retain the same, is wholly conditioned on the executive providing a general release of claims in favor of NuScale LLC and continuing to comply with his or her obligations under the employment agreement, including the restrictive covenants. The employment agreements each contain (i) a perpetual confidentiality covenant; (ii) non-competition and non-solicitation of business partners covenants during the course of employment; (iii) a non-solicitation covenant with respect to employees and other service providers during the course of employment and for twelve months thereafter; and (iv) a non-disparagement obligation.

The change of control and indemnity agreements will also provide that, regardless of whether the executive’s employment is terminated, if there is a change in control and (i) if the successor does not assume NuScale LLC’s annual incentive plan, the annual bonus will be paid in the amount of the target bonus; (ii) if the successor does not assume any outstanding retention awards, then such awards will become immediately fully vested; (iii) if the successor does not assume the equity compensation plan in which the executive participates or grant comparable awards in substitution of the outstanding awards under any such plan, then any outstanding equity-based compensation awards granted to the executive under such plan, other than performance-based equity awards, will become immediately fully vested, and any performance-based equity awards will immediately vest assuming target performance.

The employment agreements and the change of control and indemnification agreements will provide that, if payments to the executive pursuant to the agreement (when considered with all other payments made to the executive as a result of a change in control that are subject to section 280G of the Code)) (the amount of all such payments, collectively, the “Parachute Payment”) results in the executive becoming liable for the payment of any excise taxes pursuant to section 4999 of the Code, together with any interest or penalties with respect to such excise tax (“280G Excise Tax”), then NuScale will automatically reduce (the “Reduction”) the executive’s Parachute Payment to the minimum extent necessary to prevent the Parachute Payment (after the Reduction) from being subject to the Excise Tax, but only if, by reason of the Reduction, the after-tax benefit of the reduced Parachute Payment exceeds the after-tax benefit if such Reduction

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were not made. If the after-tax benefit of the reduced Parachute Payment does not exceed the after-tax benefit if the Parachute Payment is not reduced, then the Reduction will not apply. If the Reduction is applicable, the Parachute Payment will be reduced in such a manner that provides the executive with the best economic benefit and, to the extent any portions of the Parachute Payment are economically equivalent with each other, each will be reduced pro rata.

NuScale LLC Manager Compensation

Mr. Kresa has served as a member of the board of managers of NuScale LLC since August 2019. Beginning in 2020, he received compensation for his service as a member of the board of managers of NuScale LLC in the form of Existing NuScale Common Units valued at $20,000 per quarter. As a result of his board service, Mr. Kresa owns a total of 102,102 Existing NuScale Common Units. Mr. Hackett, who started his board service on November 1, 2021, received a total of $13,333.33 in manager compensation. Other than as described above, none of NuScale LLC’s non-employee managers received compensation in respect of their services as managers of NuScale LLC during 2020. The director compensation program for NuScale Corp directors following Closing is described above.

Emerging Growth Company Status

As an EGC, NuScale Corp will be exempt from certain requirements related to executive compensation, including the requirements to hold a nonbinding advisory vote on executive compensation and to provide information relating to the ratio of total compensation of NuScale’s chief executive officer to the median of the annual total compensation of all of NuScale’s employees, each as required by the Investor Protection and Securities Reform Act of 2010, which is part of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

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MANAGEMENT OF NUSCALE PRIOR TO AND FOLLOWING THE TRANSACTIONS

Unless the context otherwise requires, any reference in this section of this Proxy Statement/Prospectus to “we,” “us,” “our” or “NuScale” refers to NuScale LLC and its consolidated subsidiaries prior to the consummation of the Merger and to NuScale Corp and its consolidated subsidiaries following the Merger.

Board of Directors and Management of NuScale LLC

The following is a list of the persons who are NuScale LLC’s managers (designated as “directors” in the table below), executive officers, and other significant employees, and their ages and positions. The identical persons are expected to serve in the same roles with NuScale Corp following the Transactions. Each director of NuScale Corp will serve until the next annual meeting of stockholders, or until his or her successor is elected.

Name	Age	Position
John L. Hopkins	67	Chief Executive Officer, Director
José N. Reyes	66	Chief Technical Officer
Dale Atkinson	66	Chief Commercial Officer
Chris Colbert	57	Chief Financial Officer
Robert Temple	65	General Counsel and Corporate Secretary
Thomas Mundy	61	Chief Commercial Officer
Clayton Scott	60	Executive Vice President, Business Development
Scott Bailey	60	Vice President, Supply Chain
Thomas Bergman	59	Vice President, Regulatory Affairs
Carl Britsch	58	Vice President, Human Resources
Robert Gamble	59	Vice President, Engineering
Diane Hughes	45	Vice President, Marketing & Communications
Karin Feldman	44	Vice President, Program Management
Alan L. Boeckmann	73	Director
Alvin C. Collins, III	48	Director
James T. Hackett	67	Director (Chairman)
Kent Kresa	82	Director
Christopher J. Panichi	54	Director

Executive Officers and Significant Employees

John L. Hopkins has served as NuScale LLC’s chief executive officer and on its board of directors since December 2012, and he served as its executive chairman from December 2012 to December 2021. Before that, Mr. Hopkins was with Fluor Corporation, one of the world’s largest publicly-traded engineering, procurement, fabrication, construction and maintenance companies. Mr. Hopkins started his career at Fluor Corporation in 1989, held numerous leadership positions in both global operations and business development, and served as a corporate officer from 1999 until 2012. Mr. Hopkins is active in a variety of professional and business organizations, and currently serves on the Executive Committee, Audit Committee and Compensation Committee of the United States Chamber of Commerce, Washington, D.C.; he was formerly the Chairman of the Board and Chairman of the Executive Committee. Mr. Hopkins served with the DOE’s Nuclear Energy Advisory Committee from 2019 to 2020, and is currently a member of the Nuclear Energy Institute Executive Committee and Energy Task Force Member, Atlantic Council and the Group of Vienna. He was a senior energy policy advisor of I Squared Capital, New York. He has also served as the senior executive member of both the Fluor Netherlands and Fluor United Kingdom board of directors; chairman of the board for Savannah River Nuclear Solutions, LLC; and as a director of the Business Council for International Understanding. Mr. Hopkins is qualified to serve as a director based on his knowledge of NuScale LLC and its operations, his strategic relationships with NuScale LLC partners, and his extensive experience in management and with the nuclear industry and with engineering and construction.

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José N. Reyes, Ph.D., co-founded NuScale LLC and co-designed the NuScale passively-cooled small nuclear reactor. Dr. Reyes has served as our chief technology officer since 2007. Dr. Reyes is an internationally recognized expert on passive safety system design, testing and operations for nuclear power plants. He has served as a United Nations International Atomic Energy Agency technical expert on passive safety systems. He is a co-inventor on over 110 patents granted or pending in 20 countries. He has received several national awards including the 2013 Nuclear Energy Advocate Award, the 2014 American Nuclear Society Thermal Hydraulic Division Technical Achievement Award, the 2017 Nuclear Infrastructure Council Trailblazer Award, and the 2021 American Nuclear Society Walter H. Zinn Medal. He is a fellow of the American Nuclear Society and a member of the National Academy of Engineering. Dr. Reyes served as head of the OSU Department of Nuclear Engineering and Radiation Health Physics from 2006-2009. He directed the Advanced Thermal Hydraulic Research Laboratory and was the co-director of the Battelle Energy Alliance Academic Center of Excellence for Thermal Fluids and Reactor Safety in support of the Idaho National Laboratory mission from 1994-2009. Additionally, Dr. Reyes was the OSU principal investigator for the AP600 and AP1000 design certification test programs sponsored by the NRC, the DOE and Westinghouse from 1990-2005. He currently serves as a Professor Emeritus in the School of Nuclear Science and Engineering. He holds Ph.D. and Master of Science degrees in nuclear engineering from the University of Maryland, and a Bachelor of Science degree in nuclear engineering from the University of Florida. He is the author of numerous journal articles and technical reports, including a book chapter on SMRs for an ASME B&PV Codes and Standards handbook. He has given lectures and keynote addresses to professional nuclear organizations in the United States, Europe and Asia.

Dale Atkinson has served as our chief operating officer and chief nuclear officer since he joined NuScale in 2014. In his current position, he is responsible for Operations, Engineering, Projects, Supply Chain Services, Quality Assurance, Human Resources, Information Technology, Corporate Services, and Regulatory Affairs. Before joining NuScale, Mr. Atkinson worked at Energy Northwest where he served as chief nuclear officer and vice president of Nuclear Generation (2005-2008), vice president of Technical Services (2009-2012), vice president of Energy Business Services (2013-2014) and since joining Energy Northwest in 1989, also served as Engineering manager, Quality manager, and Reactor Engineering/Fuels manager. He was certified as a senior reactor operator and qualified as station nuclear engineer and shift technical advisor at Columbia Generating Station. Mr. Atkinson has 44 years of experience in the nuclear power industry, including five years of service as an officer serving on nuclear attack submarines in the United States Navy and has provided consulting services on initial power plant testing to several utilities. Mr. Atkinson holds a B.S. in nuclear engineering from OSU, a Master of Engineering from Pennsylvania State University, and an M.B.A. from the University of Washington. He is also a graduate of the Harvard Business School Advanced Management Program. Mr. Atkinson is a member of the Oregon State University Academy of Distinguished Engineers, a member of the Oregon State University Dean of Engineering’s Leadership Council, former chairman of the Utilities Service Alliance representing 26% of the United States nuclear generating fleet, and is the former chairman of the advisory board for the Nuclear Science and Engineering department at OSU.

Chris Colbert has served as our chief financial officer since February 2021 and as our chief strategy officer since 2014. He also served as our chief operating officer from 2011 to 2014. Mr. Colbert joined NuScale LLC from UniStar Nuclear Energy, LLC, where he was senior vice president for Projects and Services from 2007 to 2011. While at UniStar, Mr. Colbert was responsible for the deployment of the United States EPR at UniStar’s existing nuclear power plant sites and the provision of licensing and other project development services to other United States EPR projects. Before joining UniStar, Mr. Colbert worked for a number of companies over nearly 15 years developing and financing over 6500 MW of fossil-fueled power projects. Mr. Colbert began his career at GE Aircraft Engines as an engineer and later transferred to the General Electric Company Corporate Audit Staff. Mr. Colbert holds a B.S. in electrical engineering and a minor in computer science from the Massachusetts Institute of Technology and an M.B.A. from the Walter A. Haas School of Business in Berkeley, CA. He is also a chartered financial analyst.

Robert (Bob) Temple has served as general counsel and secretary of NuScale LLC since 2016. Before NuScale LLC, Mr. Temple served as general counsel and corporate secretary for Toshiba America Energy Systems Corporation (“TAES”) from 2015 to 2016, and as general counsel and corporate secretary for Toshiba America Nuclear Energy Corporation. Before joining TAES, Mr. Temple was assistant general counsel for The Babcock & Wilcox Company from 2010-2015, where he served as the chief legal advisor for

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Babcock & Wilcox Nuclear Energy, Inc. and Babcock & Wilcox mPower, Inc., as well as the general counsel and secretary for Generation mPower LLC. Mr. Temple joined Babcock & Wilcox in 2011 from the Washington, D.C. office of Haynes and Boone, LLP. During his career in private law practice, Mr. Temple worked as an associate, of counsel, or partner in the Chicago and Washington, D.C. offices of the law firms of Winston & Strawn, Hopkins & Sutter and McGuireWoods. Mr. Temple was Deputy General Counsel, vice president and secretary at CPS Energy from 2004 to 2009 and served as an in-house attorney with Commonwealth Edison (now Exelon) from 1995 to 1997. Before becoming an attorney, Mr. Temple was a licensed senior reactor operator at LaSalle County Station and served in the United States Navy aboard nuclear submarines. Mr. Temple received his J.D. from Illinois Institute of Technology’s Chicago-Kent College of Law (1995) and received his Bachelor of Science degree from Southern Illinois University (1988).

Thomas (Tom) Mundy has served as NuScale LLC’s chief commercial officer since 2017. In this role, Mr. Mundy oversees commercial global business activities, including all marketing, communications, business development and sales, and services functions for the United States and abroad. Prior to this position, Mr. Mundy served as Managing Director for the United Kingdom and Europe from 2015 to 2017, where he was responsible for establishing NuScale’s LLC’s business presence. Mr. Mundy initially joined NuScale LLC in 2012 as the vice president of Program Management and was responsible for the timeliness and budget performance of major internal projects. Before NuScale LLC, Mr. Mundy served as founding chief executive officer and president of Exelon Nuclear Partners, LLC, a subsidiary of Exelon Generation Company, LLC from 2009 to 2012 and as Vice President of Nuclear Development from 2007 to 2009. In addition to the various positions Mr. Mundy has held in Exelon’s energy delivery, nuclear, and fossil generation organizations, he has also held positions with GPU Nuclear Corporation and the Newport News Shipbuilding and Dry Dock Company from 1986 to 1988 and 1982 to 1986, respectively. He was certified as a boiling-water reactor (“BWR”) Shift Technical Advisor, and is a licensed attorney in Pennsylvania and New Jersey where he has practiced for several years. Mr. Mundy holds a B.S. in marine engineering from the United States Merchant Marine Academy, a Master of Engineering Administration degree from George Washington University, and a J.D. (with honors) from Temple University Beasley School of Law. Mundy is also a registered patent attorney.

Clayton Scott joined NuScale LLC on January 10, 2022 as Executive Vice President, Business Development. In his new role, he is responsible for the global sales, marketing and communications for NuScale LLC. Mr. Scott brings more than 40 years of diverse global experiences allowing him the ability to open markets and raise brand awareness, in addition to having closed over $2.5B USD in sales globally. Prior to NuScale, he was a Senior Vice President — Global Sales, Deputy Director I&C Business Unit for Framatome, responsible for the global I&C sales, P&L within the group and a global footprint of more than 2000 staff. Driving new business at the Ministry levels in Russia, China, Uzbekistan, Egypt, Saudi Arabia, and others. Prior to Framatome, Mr. Scott served as the Chief Nuclear Officer for Schneider Electric, responsible for the company’s global nuclear organization, with offices and facilities in North America, Europe/MENA, and Asia. Before accepting this position, Scott served as the Chief Nuclear Officer of Invensys’s global nuclear business. He was appointed by the International Atomic Energy Agency (IAEA) to chair a taskforce on harmonizing digital licensing issues globally. He is a frequent lecturer on various topics within the energy sector. He is a member of the University of Tennessee Advisory Board, and member of the Xiamen University Advisory Board in China. Formally, Chairman of Board for the newly created Framatome Company in South Korea. Scott carries dual citizenship between the US and Canada, in which he has a Bachelor of Science degree in electrical engineering from the University of California, Irvine, Leading with Finance from the Harvard Business School online, and began his career as an instrumentation technologist for Ontario Hydro, where he was involved in commissioning and startup of four CANDU units at the Pickering Nuclear Power Station in Ontario, Canada.

Scott Bailey has served as our vice president of Supply Chain since January 2011, and leads all aspects of NuScale LLC’s supply chain function including internal procurement operations and supply chain development and manufacturing. Before joining NuScale LLC, Mr. Bailey was the director of supply chain, nuclear generation, development and construction for the Tennessee Valley Authority (2009-2010). Mr. Bailey previously held senior supply chain management and consulting positions for NRG Energy (2007-2009), Sequoia Consulting Group (2004-2007), Pantellos (2001-2004) and Maine Yankee Atomic Power Company (1986-2001). Mr. Bailey holds a master’s degree in business from Husson University (1991) and a B.S. in marine engineering from Maine Maritime Academy (1983).

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Thomas Bergman has served as our vice president of Regulatory Affairs since 2014, and is responsible for all licenses, certifications, relationships, and activities related to regulation of nuclear safety and security, environmental protection, and emergency management domestically and internationally. Mr. Bergman previously worked at the NRC where his most recently held positions were in the Office of New Reactors as the deputy director for licensing operations (2006-2009) and the director of the Division of Engineering (2009-2014). Other positions at the NRC included in the Office of the Executive Director for Operations (2000-2006), Office of Nuclear Reactor Regulation (1990-2006, 2013), Region III (2005), Region IV (2013) and the Office of Nuclear Regulatory Research (2006). Before working at the NRC, Mr. Bergman worked for ARINC Research Corporation (1989-1990) and the Naval Nuclear propulsion Directorate. Mr. Bergman holds an M.B.A. from the University of Maryland and a Bachelor of Science in Aerospace Engineering from the University of Michigan. Mr. Bergman is currently enrolled in the Advanced Management Program at Harvard Business School and is expected to graduate in February 2022.

Carl Britsch has served as NuScale LLC’s vice president of Human Resources since 2015. Before NuScale LLC, Mr. Britsch worked in human resources for a wide variety of industries including automotive, logistics, oilfield services and energy. Early in his career, Mr. Britsch spent nearly 10 years with Ford Motor Company including roles in two Ford Assembly plants and a role in the United Kingdom. Mr. Britsch has led the human resources functions for Loomis Armored, a global cash logistics company and two Houston-based oilfield services companies. Mr. Britsch has a master’s degree in government administration from the University of Pennsylvania and a J.D. from Brigham Young University.

Robert Gamble, Ph.D., has served as NuScale LLC’s vice president of Engineering since 2016, and is responsible for design of the NuScale Structures, Systems and Components, Nuclear Safety Analysis, Fuels, Testing and Code Development, and Engineering Support Programs. Dr. Gamble led major portions of the international technology program and NRC pre-application review for GE’s Economic Simplified BWR Gen 3 light water reactor. Subsequently, he led design finalization and the DCA to the NRC. Before that, he worked on design and licensing activities on the GE Advance BWR and Simplified BWR light water reactors. Prior to working on light-water reactors, Dr. Gamble worked on the development of the sodium cooled advanced liquid metal reactor and super power reactor innovative small module fast reactors as well as the Lithium cooled SP-100 space reactor, developing key aspects of the thermal hydraulic systems and technology development infrastructure. As vice president of Mechanical Design and Analysis Group, Dr. Gamble and his staff were responsible for the design and analysis of reactor pressure vessels, internals and piping, structural and vibrations analysis, seismic and dynamic analysis, fracture mechanics, and emergent outage work including diagnoses, evaluation, repair and replacement of all vessel hardware of the global operating fleet of GE BWRs. Before NuScale LLC, Dr. Gamble served as the vice president of Engineering and general manager for North American Operations for Areva Solar from 2012 to 2016. Dr. Gamble received his PhD, M.S. and B.S. in mechanical engineering from UC Berkeley and is a graduate of the Harvard Business School Executive Management Training Program.

Diane Hughes has served as NuScale LLC’s vice president of Marketing and Communications since August 2017, leads all aspects of NuScale LLC’s marketing and communication functions, including brand, marketing, external communication (public relations, media relations and public affairs), digital experience (web, social media and digital channels) and internal communication. Before joining NuScale LLC, Ms. Hughes served as director of social media and digital experience/marketing at NextEra Energy, Inc./​Florida Power & Light Company from 2013 to 2017. Ms. Hughes previously held positions at Baltimore Gas and Electric Company from 2010 to 2013, the Greater Baltimore Committee from 2005 to 2010, Hermann Advertising Design/Communications from 2003 to 2004 and contracted by MaCS GmbH to support Hewlett-Packard’s public relations division in Germany from 2000 to 2002. Ms. Hughes received a Bachelor of Arts in International Business and Management and a Master of Science in Management Technology: E-Business from the University of Maryland.

Karin Feldman has served as NuScale LLC’s vice president, Program Management Office since January 2019. In her current position she is responsible for leading NuScale LLC’s project and program management and establishing and maintaining project management, project controls, cost estimating, and risk management standards. Before assuming this role, Ms. Feldman served as NuScale LLC’s director of planning and integration (2016-2018) and the program management office risk manager (2012-2016). Before joining NuScale LLC, from 2008 to 2012 Ms. Feldman was the chief executive officer of Zero Point

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Frontiers Corp. a small business start-up that provided technical and programmatic support to United States government and commercial space programs. Ms. Feldman started her career at The Aerospace Corporation (2000-2008), a federally-funded research and development center, where provided risk planning and assessment support for United States Air Force and NASA programs. Ms. Feldman holds a B.S. in nuclear engineering and radiological sciences from the University of Michigan and a master’s degree in nuclear engineering from the Massachusetts Institute of Technology.

Directors

Alan L. Boeckmann has served on the board of NuScale LLC since December 3, 2020, and as the Executive Chairman (since May 2019) of Fluor Corporation, non-executive Chairman of Fluor Corporation from 2011 until his retirement in 2012, and Chairman and Chief Executive Officer of Fluor Corporation from February 2002 until his retirement in 2011. Mr. Boeckmann joined Fluor Corporation in 1979 with previous service from 1974 to 1977, and held various positions at Fluor Corporation. Mr. Boeckmann has announced that he will not stand for reelection to the board of directors of Fluor and will retire as Executive Chairman of Fluor effective May 5, 2022. Mr. Boeckmann’s experience as former Chairman and Chief Executive Officer of Fluor Corporation, along with his 36 years of experience with Fluor Corporation, give him a deep knowledge of large-scale engineering, procurement and construction and the opportunities, challenges and operations that NuScale LLC will face. Additionally, his service as a director of other global public companies allows him to bring a diverse knowledge of strategy, finance and operations to our board.

Alvin C. Collins, III has served on the board of NuScale LLC since February 25, 2021, and serves as group president of corporate development and sustainability for Fluor Corporation. Having joined Fluor Corporation in 1994, Mr. Collins has more than 26 years of experience in various business development, corporate planning, engineering, procurement, and construction management positions. Mr. Collins held various leadership positions for Fluor Corporation’s Energy & Chemicals business, including senior vice president of global operations, senior vice president of global business development as well as vice president of operations in Europe, Africa and the Middle East. In previous roles, Mr. Collins was based in Saudi Arabia serving as vice president of business development for the Middle East and Africa, as well as general manager of Fluor Arabia Limited. He has extensive domestic and international experience including assignments in the United States, the Netherlands, England, China and various project sites. Mr. Collins has supported Fluor Corporation projects and marketing activities across a number of industries including oil and gas production, refining, petrochemicals, chemicals, biofuels, polymers, life sciences, wastewater treatment, gasification and power generation / transmission / distribution. He attended the Thunderbird School of Global Management’s International Consortium program and graduated from Clemson University in 1994 with a B.S. in construction science and management.

James T. Hackett has served on the board of NuScale LLC since November 1, 2021 and as its non-executive chairman since December 2021. He has served as director of Fluor Corporation since 2016 (and previously from 2001 to 2015). Mr. Hackett has served as the President of Tessellation Services, LLC, a privately held consulting services firm, since 2013. Mr. Hackett previously was Executive Chairman of Alta Mesa Resources, Inc. from 2018 to 2020 and a Partner and Senior Advisor of Riverstone Holdings LLC, an energy and power focused private investment firm, from 2013 to 2020. He has served as Chairman and CEO of several global energy companies, including Anadarko Petroleum Corporation, Alta Mesa Resources, Inc. and Kingfisher Midstream, LLC. Alta Mesa Resources, Inc. and Kingfisher Midstream, LLC, and certain of their subsidiaries, filed for protection under Chapter 11 of the United States Bankruptcy Code in September 2019 and January 2020, respectively. Mr. Hackett is a director of Enterprise Products Holdings LLC and NOV, Inc. Mr. Hackett holds a B.S. from the University of Illinois, and an M.B.A. and Master in Theology from Harvard University. Mr. Hackett serves on the humanities faculty at Rice University and on the undergraduate liberal arts and M.B.A. faculties at the University of Texas at Austin. Mr. Hackett has extensive knowledge of the global energy industry, including having responsibility for the nuclear engineering consulting business in his role as President of the Energy Services Division at Duke Energy and being Chairman of Talen Energy, LLC., the operator of two Susquehanna, Pennsylvania nuclear plants. His several decades of executive experience, as well as his experience serving on other public company boards and as a former Chairman of the Board of the Federal Reserve Bank of Dallas, enable him to provide respected guidance on business strategy and financial matters, as well as perspective about power markets.

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Kent Kresa has served on the board of NuScale LLC since August 1, 2019. Since 2014, Mr. Kresa has served on the board of MannKind Corporation, where he is chair of the Compensation Committee and is a member of the Nominating and Corporate Governance Committee, and was previously Chairman. Mr. Kresa also serves as Chairman and Director of Quantum Digital Solutions Corporation and a Director of Systems & Technology Research Corporation, both private for profit organizations. He is also a Trustee and Chairman Emeritus of the California Institute of Technology, Past Chief Executive Officer, President and Chairman of Northrop Grumman Corporation, Past Chairman and Director of General Motors Corporation, Past Director of Fluor Corporation and Past Chairman and Director of Avery Dennison Corporation. Mr. Kresa served as Chairman of the Audit Committee while serving as a Director of General Motors Corporation and Fluor Corporation. He holds degrees from the Massachusetts Institute of Technology: B.S., M.S. and E.A.A. (all aeronautics and astronautics).

Christopher J. Panichi has served on the board of NuScale LLC since August 4, 2020, and currently serves as Fluor Corporation’s senior vice president of finance, responsible for mergers, acquisitions, and divestiture activity. Prior to re-joining Fluor Corporation in 2020, Mr. Panichi worked closely with private equity sponsors, most recently serving as executive vice president and chief financial officer of Therma Corporation, a leading design-build specialty mechanical contractor. Before this, Mr. Panichi was the chief financial officer of Industrial Service Solutions, one of the largest independent providers of industrial services in the United States, and Brinderson, a full-service engineering, procurement, construction, and maintenance company. Mr. Panichi spent the first 15 years of his career at Fluor Corporation in the areas of finance, accounting, procurement, project controls, sales and marketing, and strategic planning. Mr. Panichi holds a Bachelor of Business Administration degree from Texas A&M University as well as a Master of Business Administration from the University of Southern California’s Marshall School of Business.

Board of Directors and Management of NuScale Corp after the Transactions

We expect the board of directors and management of NuScale Corp after the Transactions to be identical to the board of managers and management of NuScale LLC, except that the NuScale Corp Board will include Christopher Sorrells, the chief executive officer and a member of the Spring Valley Board, and Kimberly O. Warnica, an independent director. Mr. Sorrells’ biographical information is included in the section of this Proxy Statement/Prospectus titled “Information about Spring Valley — Directors and Executive Officers.”

Kimberly O. Warnica 48, joined Marathon Oil Corporation in January 2021, and currently serves as senior vice president, general counsel and secretary, responsible for the compliance, corporate communications, government relations and legal functions. She was executive vice president, general counsel, chief compliance officer and secretary at Alta Mesa Resources, Inc. from 2018 to 2020, leading the compliance, human resources, facilities, contract administration, corporate communications and legal departments. Prior to joining Alta Mesa, Ms. Warnica served in several leadership positions at Marathon Oil and Freeport-McMoRan Oil & Gas (formerly Plains Exploration and Production Company). She started her career at a national law firm, Andrews Kurth LLP (now known as Hunton Andrews Kurth LLP). Ms. Warnica holds a Bachelor of Science degree from Texas A&M University as well as a Juris Doctor from the University of Texas School of Law. With over 25 years of experience in the energy industry, Ms. Warnica has a deep understanding of the sector and broad leadership experience in strategy, finance, risk management, regulatory matters and governance.

Each person nominated for election to the NuScale Corp Board has agreed to serve, if elected, as a director until the next NuScale Corp annual meeting and until his or her successor is duly elected or appointed and qualified, subject to his or her earlier resignation or removal or death. Spring Valley has no reason to believe that any nominee will be unable to serve. The appointment of these directors is contingent upon the closing of the Transactions.

Because the Spring Valley Board is currently classified and the Spring Valley directors currently serving in the first class, second class and third class have terms that extend beyond the Special Meeting, all Spring Valley directors will tender their contingent resignations from their current terms immediately prior to the Closing, conditioned upon the closing of the Transactions.

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Generally, assuming consummation of the Transactions, our directors will be elected on an annual basis for a one-year term by a plurality of the votes cast by the stockholders present in person or represented by proxy at the meeting and entitled to vote thereon, voting together as a single class. Newly-created directorships or any vacancy on the NuScale Corp Board may be filled solely and exclusively by a majority vote of the remaining directors then in office, even if less than a quorum. Each of our directors will hold office until the next Company annual meeting and until his or her successor has been elected or appointed an qualified, subject to his or her earlier resignation or removal or death. For further details, see the Proposed Organizational Documents, copies of which are attached to this Proxy Statement/Prospectus as Annex C and Annex D.

Corporate Governance

NuScale Corp will structure its corporate governance in a manner that NuScale LLC and Spring Valley believe will closely align NuScale Corp’s interests with those of its stockholders following the Merger. Notable features of this corporate governance structure include:

•

independent director representation on the audit committee immediately at the time of the Merger, and the independent directors will meet regularly in executive sessions without the presence of NuScale Corp’s corporate officers or non-independent directors;

•

at least one of NuScale Corp’s directors will qualify as an “audit committee financial expert” as defined by the SEC; and

•

other corporate governance best practices such as implementing a robust director education program.

NuScale Corp will leverage its relationship with Fluor to adopt corporate governance guidelines appropriate for a public company.

Role of Board in Risk Oversight

The NuScale Corp Board will have extensive involvement in the oversight of risk management related to NuScale Corp and its business and will accomplish this oversight through the regular reporting to the NuScale Corp Board by the audit committee. The audit committee will represent the NuScale Corp Board by periodically reviewing NuScale Corp’s accounting, reporting and financial practices, including the integrity of its financial statements, the surveillance of administrative and financial controls and its compliance with legal and regulatory requirements. Through its regular meetings with management, including the finance, legal, internal audit and information technology functions, the audit committee will review and discuss all significant areas of NuScale Corp’s business and summarize for the NuScale Corp Board all areas of risk and the appropriate mitigating factors. In addition, the NuScale Corp Board will receive periodic detailed operating performance reviews from management.

Controlled Company Exemption

After the completion of the Merger, Fluor, a wholly owned subsidiary of Fluor Corporation, will beneficially own a majority of the voting power of all outstanding shares of NuScale Corp’s common stock. As a result, NuScale Corp will be a “controlled company” within the meaning of Nasdaq’s corporate governance standards. Under these corporate governance standards, a company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance standards, including the requirements to have: (i) a board of directors composed of a majority of independent directors; (ii) compensation of its executive officers determined by a majority of the independent directors or a compensation committee composed solely of independent directors; (iii) a compensation committee charter which, among other things, provides the compensation committee with the authority and funding to retain compensation consultants and other advisors; and (iv) director nominees selected, or recommended for the NuScale Corp Board’s selection, either by a majority of the independent directors or a nominating committee composed solely of independent directors. For at least some period following the Merger, NuScale Corp may utilize these exemptions since the NuScale Corp Board has not yet made a determination with respect to the independence of all directors. Pending such determination, you may not have the same protections afforded to stockholders of companies

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that are subject to all of these corporate governance requirements. As discussed below, after completion of the Merger we expect that all members of the NuScale Corp audit committee will be independent directors. If NuScale Corp ceases to be a “controlled company” and its shares continue to be listed on Nasdaq, NuScale Corp will be required to comply with these standards and, depending on the NuScale Corp Board’s independence determination with respect to its then-current directors, NuScale Corp may be required to add additional directors to the NuScale Corp Board order to achieve such compliance within the applicable transition periods.

Board Committees

After the completion of the Merger, the standing committees of the NuScale Corp Board will consist of an audit committee, a compensation committee and a nominating and corporate governance committee. The NuScale Corp Board may from time to time establish other committees.

NuScale Corp’s president and chief executive officer and other executive officers will regularly report to the non-executive directors and the audit committee to ensure effective and efficient oversight of our activities and to assist in proper risk management and the ongoing evaluation of management controls. We believe that the leadership structure of the NuScale Corp Board will provide appropriate risk oversight of NuScale Corp’s activities given the controlling interests held by NuScale Corp’s majority owner, Fluor.

Audit Committee

Upon the completion of the Transactions, we expect NuScale Corp to have an audit committee consisting of Messrs. Kresa (chair) and Hackett and Ms. Warnica. Each proposed member of the audit committee qualifies as an independent director under Nasdaq corporate governance standards and the independence requirements of Rule 10A-3 under the Exchange Act. Following the Merger, the NuScale Corp Board will determine which member of its audit committee qualifies as an “audit committee financial expert” as such term is defined in Item 407(d)(5) of Regulation S-K and possesses financial sophistication, as defined under the rules of Nasdaq.

The purpose of the audit committee will be to prepare the audit committee report required by the SEC to be included in NuScale Corp’s proxy statement and to assist the NuScale Corp Board in overseeing and monitoring (1) the quality and integrity of the financial statements, (2) compliance with legal and regulatory requirements, (3) NuScale Corp’s independent registered public accounting firm’s qualifications and independence, (4) the performance of NuScale Corp’s internal audit function and (5) the performance of NuScale Corp’s independent registered public accounting firm.

The NuScale Corp Board will adopt a written charter for the audit committee which will be available on NuScale Corp’s website upon the completion of the Merger.

Compensation Committee

Upon the completion of the Merger, we expect NuScale Corp to have a compensation committee consisting of Messrs. Hackett (chair), Boeckmann, Kresa and Panichi.

The purpose of the compensation committee is to assist the NuScale Corp Board in discharging its responsibilities relating to (1) setting NuScale Corp’s compensation program and compensation of its executive officers and directors, (2) monitoring NuScale Corp’s incentive and equity-based compensation plans and (3) preparing the compensation committee report required to be included in NuScale Corp’s proxy statement under the rules and regulations of the SEC.

The NuScale Corp Board will adopt a written charter for the compensation committee which will be available on NuScale Corp’s website upon the completion of the Merger.

Nominating and Corporate Governance Committee

Upon the completion of the Merger, we expect NuScale Corp to have a nominating and corporate governance committee consisting of Messrs. Collins (chair), Boeckmann, and Sorrells, and Ms. Warnica. The purpose of the nominating and corporate governance committee will be to assist the NuScale Corp Board

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in discharging its responsibilities relating to (1) identifying individuals qualified to become new members of the NuScale Corp Board, consistent with criteria approved by the NuScale Corp Board, (2) reviewing the qualifications of incumbent directors to determine whether to recommend them for reelection and selecting, or recommending that the NuScale Corp Board select, the director nominees for the next annual meeting of stockholders, (3) identifying potential members qualified to fill vacancies on any NuScale Corp Board committee and recommending that the NuScale Corp Board appoint the identified member or members to the applicable committee, (4) reviewing and recommending to the NuScale Corp Board corporate governance principles applicable to NuScale Corp, (5) overseeing the evaluation of the NuScale Corp Board and management and (6) handling such other matters that are specifically delegated to the committee by the NuScale Corp Board from time to time.

The NuScale Corp Board will adopt a written charter for the nominating and corporate governance committee which will be available on NuScale Corp’s website upon completion of the Merger.

Code of Business Conduct

NuScale Corp will adopt a code of business conduct that applies to all of its directors, officers and employees, including its principal executive officer, principal financial officer and principal accounting officer, which will be available on NuScale Corp’s website upon the completion of the Merger. NuScale Corp’s code of business conduct is a “code of ethics,” as defined in Item 406(b) of Regulation S-K. Please note that NuScale Corp’s Internet website address is provided as an inactive textual reference only. NuScale Corp will make any legally required disclosures regarding amendments to, or waivers of, provisions of its code of ethics on its Internet website.

Compensation Committee Interlocks and Insider Participation

No member of the compensation committee was at any time during fiscal year 2020, or at any other time, one of our officers or employees. None of our executive officers has served as a director or member of a compensation committee (or other committee serving an equivalent function) of any entity, one of whose executive officers served as a director of the NuScale Corp Board or member of our compensation committee.

Independence of the Board of Directors

Nasdaq rules generally require that independent directors must comprise a majority of a listed company’s board of directors. As a controlled company, we are largely exempt from such requirements. Based upon information requested from and provided by each proposed director concerning his or her background, employment and affiliations, including family relationships, we have determined that Kent Kresa, James T. Hackett and Kimberly O. Warnica are “independent” as that term is defined under the applicable rules and regulations of the SEC and the listing requirements and rules of Nasdaq.

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BENEFICIAL OWNERSHIP OF THE SECURITIES
BEFORE THE TRANSACTIONS

The following table sets forth information regarding the beneficial ownership of Spring Valley Class A ordinary shares and Spring Valley Class B ordinary shares as of the record date (        ) by:

•

each person known by Spring Valley to be the beneficial owner of more than 5% of outstanding Spring Valley Class A ordinary shares on the record date; and

•

each of Spring Valley’s current executive officers and directors, individually and as a group.

Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options, warrants and other conversion, exchange or purchase rights that are currently exercisable or exercisable within 60 days of the record date.

The percentages in the table below are based on 28,750,000 Spring Valley ordinary shares (including 23,000,000 Spring Valley Class A ordinary shares and 5,750,000 Spring Valley Class B ordinary shares) issued and outstanding as of September 30, 2021.

​	Before Transactions
​	Spring Valley Class A Ordinary Shares				Spring Valley Class B Ordinary Shares				% of Spring Valley Class A and Class B Ordinary Shares
Name and Address of Beneficial Owners	Number of Shares		%		Number of Shares		%
Directors and officers prior to the Transactions:	​	​	​	​	​	​	​	​	​	​
William Quinn(1)	​	—	​	—	​	5,630,000	​	97.9%	​	19.6%
Christopher Sorrells	​	—	​	—	​	—	​	—	​	—
Jeffrey Schramm	​	—	​	—	​	—	​	—	​	—
Robert Kaplan	​	—	​	—	​	—	​	—	​	—
Debora Frodl	​	—	​	—	​	40,000	​	*	​	*
Richard Thompson	​	—	​	—	​	40,000	​	*	​	*
Patrick Wood, III	​	—	​	—	​	40,000	​	*	​	*
All directors and officers prior to the Transactions (7 persons)	​	—	​	—	​	5,750,000	​	100%	​	20.0%
Five Percent Holders prior to the Transactions:	​	​	​	​	​	​	​	​	​	​
SV Acquisition Sponsor Sub, LLC(1)	​	—	​	—	​	5,630,000	​	97.9%	​	19.6%
Spring Valley Acquisition Sponsor, LLC(1)	​	—	​	—	​	5,630,000	​	97.9%	​	19.6%
William Quinn(1)	​	—	​	—	​	5,630,000	​	97.9%	​	19.6%
Citadel Advisors LLC(2)	​	1,346,506	​	5.9%	​	—	​	—	​	4.7%
Adage Capital Partners, L.P.(3)	​	1,800,000	​	7.8%	​	—	​	—	​	6.3%
CVI Investments, Inc.(4)	​	1,980,000	​	8.6%	​	—	​	—	​	6.9%
Kepos Capital LP(5)	​	1,270,701	​	5.5%	​	—	​	—	​	4.4%
Polar Asset Management Partners Inc.(6)	​	1,980,000	​	8.6%	​	—	​	—	​	6.9%
Weiss Asset Management LP(7)	​	2,276,311	​	9.9%	​	​	​	​	​	7.9%
Beryl Capital Management LLC(8)	​	1,397,316	​	6.1%	​	​	​	​	​	4.9%
Feis Equities LLC(9)	​	2,296,954	​	10.0%	​	—	​	—	​	8.0%
D.E. Shaw & Co., L.L.C.(10)	​	1,308,018	​	5.7%	​	—	​	—	​	4.5%

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*

Denotes less than 1%.

**

Unless otherwise noted, the business address of each of our stockholders is 2100 McKinney Ave, Suite 1675, Dallas, TX 75201.

(1)

Mr. Quinn holds a 68.25% indirect interest in Sponsor; the remaining interests in Sponsor are held by NGP Pearl Holdings II, L.L.C., Christopher Sorrells, Jeffrey Schramm, and Robert Kaplan. Sponsor holds an 87.6% indirect interest in Sponsor Sub; the remaining interests in the Sponsor Sub are held by Adage Capital Partners LP, Polar Multi-Strategy Master Fund Mourant Ozannes Corp. Svcs. (Cayman) Ltd., Kepos Alpha Master Fund L.P., Kepos Special Opportunities Master Fund L.P., CVI Investments, Inc. and Glazer Special Opportunity Fund I, LP. Each holder disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly.

(2)

Includes Spring Valley Class A ordinary shares before the Transactions (which will be recapitalized into NuScale Corp Class A Common Stock after the Transactions) beneficially held by Citadel Advisors LLC, Citadel Advisors Holdings LP, Citadel GP LLC, Citadel Securities LLC, CALC IV LP, Citadel Securities GP LLC, and Kenneth Griffin based solely on a Schedule 13G filed with the SEC on February 16, 2021. The business address for each reporting person is 131 S. Dearborn Street, 32nd Floor, Chicago, Illinois 60603.

(3)

Includes Spring Valley Class A ordinary shares before the Transactions (which will be recapitalized into NuScale Corp Class A Common Stock after the Transactions) beneficially held by Adage Capital Partners, L.P., Adage Capital Partners GP, L.L.C., Adage Capital Advisors, L.L.C., Robert Atchinson, and Phillip Gross based on a Schedule 13G filed on December 07, 2020. The business address for Adage Capital Partners, L.P., Adage Capital Partners GP, L.L.C., Adage Capital Advisors, L.L.C., Robert Atchinson, and Phillip Gross is 200 Clarendon Street, 52nd Floor, Boston, Massachusetts 02116.

(4)

Includes Spring Valley Class A ordinary shares before the Transactions (which will be recapitalized into NuScale Corp Class A Common Stock after the Transactions) beneficially held by CVI Investments, Inc. and Heights Capital Management, Inc. based on a Schedule 13G filed on December 14, 2020. The business address for CVI Investments, Inc. is Ugland House, South Church Street, George Town, Grand Cayman, KY1-1104, Cayman Islands. The business address for Heights Capital Management, Inc. is 101 California Street, Suite 3250, San Francisco, California 94111.

(5)

Includes Spring Valley Class A ordinary shares before the Transactions (which will be recapitalized into NuScale Corp Class A Common Stock after the Transactions) beneficially held by Kepos Capital LP and Mark Carhart based on a Schedule 13G filed on February 04, 2021. The business address for Kepos Capital LP and Mark Carhart is 11 Times Square, 35th Floor, New York, New York 10036.

(6)

Includes Spring Valley Class A ordinary shares before the Transactions (which will be recapitalized into NuScale Corp Class A Common Stock after the Transactions) beneficially held by Polar Asset Management Partners Inc. based on a Schedule 13G filed on February 11, 2021. The business address for Polar Asset Management Partners Inc. is 401 Bay Street, Suite 1900, PO Box 19, Toronto, Ontario M5H 2Y4, Canada.

(7)

Includes Spring Valley Class A ordinary shares before the Transactions (which will be recapitalized into NuScale Corp Class A Common Stock after the Transactions) beneficially held by Weiss Asset Management LP, BIP GP LLC, WAM GP LLC and Andrew M. Weiss, Ph.D. based solely on a Schedule 13G filed with the SEC on April 2, 2021. The business address for each reporting person is 222 Berkeley St., 16th floor, Boston, MA 02116.

(8)

Includes Spring Valley Class A ordinary shares before the Transactions (which will be recapitalized into NuScale Corp Class A Common Stock after the Transactions) beneficially held by Beryl Capital Management LLC, Beryl Capital Management LP, Beryl Capital Management Partners II LP and David A. Witkin based solely on a Schedule 13G filed with the SEC on July 29, 2021. The business address for each reporting person is 1611 S. Catalina Ave., Suite 309, Redondo Beach, CA 90277.

(9)

Includes Spring Valley Class A ordinary shares before the Transactions (which will be recapitalized into NuScale Corp Class A Common Stock after the Transactions) beneficially held by FEIS Equities LLC and Lawrence M. Feis. Includes 2,296,954 Class A ordinary shares beneficially owned by FEIS

246

Equities LLC and Lawrence M. Feis based solely on a Schedule 13G filed with the SEC on October 14, 2021. The business address for each reporting person is 20 North Wacker Drive, Suite 2115, Chicago, IL 60606.

(10)

Includes Spring Valley Class A ordinary shares before the Transactions (which will be recapitalized into NuScale Corp Class A Common Stock after the Transactions) beneficially held by D.E. Shaw & Co., L.L.C., D.E. Shaw & Co., L.P. and David E. Shaw, D.E. Shaw Oculus Portfolios, L.L.C. and D. E. Shaw Valence Portfolios, L.L.C. based solely on a Schedule 13G filed with the SEC on October 14, 2021. The business address for each reporting person is 1166 Avenue of the Americas, 9th Floor, New York, NY 10036.

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BENEFICIAL OWNERSHIP OF THE SECURITIES
AFTER THE TRANSACTIONS

The following table sets forth information regarding the beneficial ownership of NuScale Corp Class A Common Stock and NuScale Corp Class B Common Stock immediately following consummation of the Transactions by:

•

each person known by Spring Valley who may become the beneficial owner of more than 5% of outstanding NuScale Corp Class A Common Stock immediately following the Transactions; and

•

each person who will become an executive officer or a director of NuScale Corp upon consummation of the Transactions, individually and as a group.

Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options, warrants and other conversion, exchange or purchase rights that are currently exercisable or exercisable within 60 days of an assumed closing date of May 1, 2022.

The percentages in the table below are based on:

•

50,050,002 shares of NuScale Corp Class A Common Stock and 177,782,129 shares of NuScale Corp Class B Common Stock, assuming that the PIPE Investment is fully funded and there are no Redemptions of Spring Valley Class A Shares; and

•

26,046,206 shares of NuScale Corp Class A Common Stock and 177,782,129 shares of NuScale Corp Class B Common Stock, assuming that the PIPE Investment is fully funded and there are maximum Redemptions of all 23,000,000 Spring Valley Class A shares.

​

No Redemptions

Maximum Redemptions

​

NuScale Corp Class A Common Stock

NuScale Corp Class B Common Stock

% of NuScale Corp Common Stock

NuScale Corp Class A Common Stock

NuScale Corp Class B Common Stock

% of NuScale Corp Common Stock

Name and Address of Beneficial Owners

Number of Shares

%

Number of Shares

%

Number of Shares

%

Number of Shares

%

Directors and officers after the Transactions:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

James T. Hackett

​

—

​

—

​

—

​

—

​

—

​

—

​

—

​

—

​

—

​

—

John L. Hopkins(1)

​

1,459,333

​

2.8%

​

—

​

—

​

*

​

1,459,333

​

5.3%

​

—

​

—

​

*

Alvin C. Collins, III

​

—

​

—

​

—

​

—

​

—

​

—

​

—

​

—

​

—

​

—

Christopher J. Panichi

​

—

​

—

​

—

​

—

​

—

​

—

​

—

​

—

​

—

​

—

Kent Kresa

​

—

​

—

​

19,787

​

*

​

*

​

—

​

—

​

19,787

​

*

​

*

Alan L. Boeckmann

​

—

​

—

​

—

​

—

​

—

​

—

​

—

​

—

​

—

​

—

Kimberly O. Warnica

​

—

​

—

​

—

​

—

​

—

​

—

​

—

​

—

​

—

​

—

Christopher Sorrells

​

—

​

—

​

—

​

—

​

—

​

—

​

—

​

—

​

—

​

—

Dale Atkinson(1)

​

1,146,436

​

2.2%

​

—

​

—

​

*

​

1,146,436

​

4.2%

​

—

​

—

​

*

Christopher Colbert(1)

​

611,070

​

1.2%

​

—

​

—

​

*

​

611,070

​

2.3%

​

—

​

—

​

*

Thomas Mundy(1)

​

610,377

​

1.2%

​

—

​

—

​

*

​

610,377

​

2.3%

​

—

​

—

​

*

José N. Reyes(2)

​

1,707,925

​

3.3%

​

151,234

​

*

​

*

​

1,707,925

​

6.2%

​

151,234

​

*

​

*

Robert Temple(1)

​

426,747

​

*

​

—

​

—

​

*

​

426,747

​

1.6%

​

—

​

—

​

*

Rudolph Murgo(1)

​

15,970

​

*

​

—

​

—

​

*

​

15,970

​

*

​

—

​

—

​

*

All directors and officers after the Transactions as a group (14 persons)

​

5,977,857

​

11.7%

​

171,021

​

*

​

2.7%

​

5,977,857

​

21.9%

​

171,021

​

*

​

3.0%

248

​	No Redemptions										Maximum Redemptions
​	NuScale Corp Class A Common Stock				NuScale Corp Class B Common Stock				% of NuScale Corp Common Stock		NuScale Corp Class A Common Stock				NuScale Corp Class B Common Stock				% of NuScale Corp Common Stock
Name and Address of Beneficial Owners	Number of Shares		%		Number of Shares		%				Number of Shares		%		Number of Shares		%
Five Percent Holders:	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Fluor Enterprises, Inc.(3)	​	—	​	—	​	137,418,226	​	77.3%	​	60.3%	​	—	​	—	​	137,418,226	​	77.3%	​	67.4%
Doosan & Financial Investors(4)	​	—	​	—	​	15,170,760	​	8.5%	​	6.6%	​	—	​	—	​	15,170,760	​	8.5%	​	7.4%
SV Acquisition Sponsor Sub, LLC(5)	​	5,630,000	​	11.2%	​	—	​	—	​	2.5%	​	4,626,204	​	17.8%	​	—	​	—	​	2.3%
Spring Valley Acquisition Sponsor, LLC (5)	​	5,630,000	​	11.2%	​	—	​	—	​	2.5%	​	4,626,204	​	17.8%	​	—	​	—	​	2.3%
William Quinn(5)(6)	​	6,130,000	​	12.2%	​	—	​	—	​	2.7%	​	5,126,204	​	19.7%	​	—	​	—	​	2.5%
DS Private Equity Co., Ltd.(7)	​	8,000,000	​	16.0%	​	—	​	—	​	3.5%	​	8,000,000	​	30.7%	​	—	​	—	​	3.9%
Green Energy New Technology Investment Fund(8)	​	5,000,000	​	10.0%	​	—	​	—	​	2.2%	​	5,000,000	​	19.2%	​	—	​	—	​	2.5%
Samsung C&T Corporation(9)	​	5,200,002	​	10.4%	​	2,579,226	​	1.5%	​	3.4%	​	5,200,002	​	20.0%	​	2,579,226	​	1.5%	​	3.8%

*

Denotes less than 1%.

**

Unless otherwise noted, the business address for each of these individuals is 6650 SW Redwood Lane, Suite 210, Portland, OR 97224.

(1)

Represents shares which the stockholder has the right to acquire upon the exercise of Existing NuScale Options exercisable as of or within 60 days after December 1, 2021.

(2)

Represents 151,234 shares held in Donna Jean Reyes Trust, dated August 2, 2021, Donna Jean Reyes as Trustee and 1,707,925 shares over which Dr. Reyes has the right to acquire upon the exercise of Existing NuScale Options exercisable as of or within 60 days after December 1, 2021. Dr. Reyes and Ms. Reyes are spouses, and Dr. Reyes holds voting and dispositive power over the shares held in Donna Jean Reyes Trust, dated August 2, 2021, Donna Jean Reyes as Trustee.

(3)

Includes 136,954,395 shares held in the name of Fluor Enterprises, Inc. and 463,831 shares held in the name of NuScale Holdings Corp, of which Fluor Enterprises, Inc. is the majority owner. The business address of Fluor Enterprises, Inc. is 6700 Las Colinas Blvd., Irving, TX 75039. The business address for NuScale Holdings Corp. is 6650 SW Redwood Lane, Suite 210, Portland, OR 97224.

(4)

Includes 3,902,853 shares are held by Doosan Heavy Industries & Construction Co., Ltd. (“Doosan”), 22 DoosanVolvo-ro, Seongsan-gu, Changwon, Gyeongsangnamdo, 51711, Republic of Korea. Includes 2,139,139 shares are held by NuScale Korea Holdings LLC (“NuScale Korea”), 11, Gukjegeumyung-ro 6-gil, Yeongdeungpo-gu, Seoul 07330, Republic of Korea. Includes 4,242,627 shares are held by Next Tech 1 New Technology Investment Fund (“Next Tech 1”); 372,496 shares are held by Next Tech 2 New Technology Investment Fund (“Next Tech 2”); and 4,513,645 shares are held by Next Tech 3 New Technology Investment Fund (“Next Tech 3”), with Next Tech 1, Next Tech 2, and Next Tech 3 sharing the business address of 11, Gukjegeumyung-ro 6-gil, Yeongdeungpo-gu, Seoul 05263, Republic of Korea. Each of Doosan, NuScale Korea, Next Tech 1, Next Tech 2 and Next Tech 3 are party to letter agreements with Fluor and/or NuScale LLC, pursuant to which it has customary co-sale rights in the event of a qualified IPO. In addition, NuScale Korea and Doosan are party to a Joint Investment Agreement, dated as of July 23, 2019, pursuant to which Doosan has granted NuScale Korea a put right with respect to its shares. Additionally, NuScale LLC and Doosan are party to a Master Services Agreement, dated as of April 29, 2019, in relation to manufacturing consulting services for the NPM. Relatedly, NuScale LLC and Doosan are party to a Business Collaboration Agreement, dated as of July 31, 2019, as amended by the First Amendment to Business Collaboration Agreement, dated as of November 15, 2019, as further amended by the Second Amendment to Business Collaboration Agreement, dated as of December 19, 2019, and as further amended by the Third Amendment to

249

Business Collaboration Agreement, dated as of July 5, 2021, pursuant to which the scope of Doosan’s preferential rights pursuant to such Master Services Agreement is increased based on the additional investments by Doosan, NuScale Korea, Next Tech 1, Next Tech 2 and Next Tech 3.

(5)

Mr. Quinn holds a 68.25% indirect interest in Sponsor; the remaining interests in Sponsor are held by NGP Pearl Holdings II, L.L.C., Christopher Sorrells, Jeffrey Schramm, and Robert Kaplan. Sponsor holds an 87.6% indirect interest in Sponsor Sub; the remaining interests in the Sponsor Sub are held by Adage Capital Partners LP, Polar Multi-Strategy Master Fund Mourant Ozannes Corp. Svcs. (Cayman) Ltd., Kepos Alpha Master Fund L.P., Kepos Special Opportunities Master Fund L.P., CVI Investments, Inc. and Glazer Special Opportunity Fund I, LP. Each holder disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly.

(6)

Includes 500,000 shares of NuScale Corp Class A Common Stock purchased by Pearl Energy Investments II, L.P (“Pearl II”) that will be issued in connection with the PIPE Investment pursuant to the Subscription Agreements. For more information on certain existing stockholders of Spring Valley that have entered into Subscription Agreements to subscribe for shares of NuScale Corp Class A Common Stock in connection with the PIPE Investment, please see “Certain Relationships and Related Party Transactions.” Mr. Quinn holds voting and dispositive power over the shares held by Pearl II. The business address of Pearl II is 2100 McKinney Ave, Suite 1675 Dallas, TX 75201.

(7)

Includes 8,000,000 shares of NuScale Corp Class A Common Stock purchased by DS Private Equity Co., Ltd. that will be issued in connection with the PIPE Investment pursuant to the Subscription Agreements. The business address of DS Private Equity Co., Ltd. is 14F, One IFC, 10, Gukjegeunmyung-ro, Yeongdeungpogu, Seoul, Republic of Korea, 07326.

(8)

Includes 5,000,000 shares of NuScale Corp Class A Common Stock purchased by Green Energy New Technology Investment Fund that will be issued in connection with the PIPE Investment pursuant to the Subscription Agreements. The business address of Green Energy New Technology Investment Fund is 22F, D Tower 134, Tongil-ro, Jongno-gu, Seoul, Republic of Korea 03181.

(9)

Includes 5,200,002 shares of NuScale Corp Class A Common Stock purchased by Samsung C&T that will be issued in connection with the PIPE Investment pursuant to the Subscription Agreements. Includes 2,579,226 shares of NuScale Corp Class B Common Stock held by Samsung C&T. The business address of Samsung C&T is 26, Sangil-ro 6-gil, Gangdong-gu, Seoul, Republic of Korea, 05288.

250

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Spring Valley Related Person Transactions

Spring Valley Founder Shares

On August 21, 2020, the Sponsor paid an aggregate of $25,000 for certain expenses on behalf of Spring Valley in exchange for issuance of 7,187,500 Spring Valley Class B ordinary shares, of which 5,750,000 remain outstanding. On September 30, 2020, the Sponsor transferred 40,000 Spring Valley Founder Shares to each of Debora Frodl, Richard Thompson and Patrick Wood, III, Spring Valley’s independent director nominees. On October 22, 2020, Sponsor irrevocably surrendered to Spring Valley for cancellation and for nil consideration 1,437,500 Spring Valley Class B ordinary shares resulting in 5,750,000 Spring Valley Class B ordinary shares outstanding. All shares and associated amounts have been retroactively restated to reflect the share surrender. The Spring Valley Founder Shares currently represent 20% of Spring Valley’s issued and outstanding shares. The underwriters fully exercised their over-allotment option on November 27, 2020.

Related Party Loans

Loans from the Sponsor, members of Spring Valley’s founding team or any of their affiliates to finance transaction costs in connection with the Transactions (“Working Capital Loans”) are not permitted under the terms of the Merger Agreement (attached hereto as Annex A); provided, however, if (i) the Closing has not yet occurred on each of May 15, 2022 and August 15, 2022 and (ii) the Sponsor reasonably believes in good faith that Spring Valley has a need for additional working capital to fund its operations, then the Sponsor will have the right, but not the obligation, to purchase up to 250,000 Spring Valley Warrants, at the price of $1.00 per Spring Valley Warrant, on or after each of May 15, 2022 and August 15, 2022. Any such purchase may be made in one or more increments and may be made solely as and when needed to fund the working capital needs of the Sponsor. After the Closing, the Spring Valley Warrants will become exercisable for NuScale Corp Class A Common Stock. To date, Spring Valley had no borrowings under the Working Capital Loans.

Administrative Services Agreement

Spring Valley entered into an agreement that provides that, commencing on the date that Spring Valley’s securities are first listed on Nasdaq through the earlier of consummation of the initial business combination and the liquidation, Spring Valley may pay the Sponsor $10,000 per month for office space, secretarial and administrative services provided to Spring Valley.

In addition, the Sponsor, officers and directors, or their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on Spring Valley’s behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Spring Valley’s audit committee reviews on a quarterly basis all payments that are made by Spring Valley to the Sponsor, executive officers or directors, or their affiliates. Any such payments prior to an initial business combination will be made using funds held outside the Trust Account.

Private Placement Warrants

Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 8,900,000 Spring Valley Private Placement Warrants at a price of $1.00 per Spring Valley Private Placement Warrant in a private placement, generating gross proceeds of $8,900,000.

The Spring Valley Private Placement Warrants (including the shares issuable upon exercise of such warrants) will not be transferable or salable until 30 days after the completion of an initial business combination.

Each whole Spring Valley Private Placement Warrant is exercisable for one whole Spring Valley Class A ordinary share at a price of $11.50 per share. The proceeds from the sale of the Spring Valley Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust

251

Account. If Spring Valley does not complete an initial business combination within 18 months from the closing of its Initial Public Offering (or up to 24 months from the closing of its Initial Public Offering at the Sponsor’s option to extend the period of time to consummate a business combination up to one time, by an additional six months), the Spring Valley Private Placement Warrants will expire worthless. The Spring Valley Private Placement Warrants are non-redeemable in certain circumstances and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees.

Spring Valley Registration Rights Agreement

Spring Valley has previously entered into a registration and shareholder rights agreement pursuant to which its Initial Shareholders and their permitted transferees, if any, are entitled to certain registration rights with respect to the Spring Valley Private Placement Warrants, securities issuable upon conversion of working capital loans (if any) and the Spring Valley Class A ordinary shares issuable upon exercise of the foregoing and upon conversion of the Spring Valley Founder Shares. At the Closing, the Registration Rights Agreement will be amended and restated and Spring Valley, certain persons and entities holding securities of Spring Valley prior to the Closing and certain persons and entities receiving NuScale Corp Common Stock pursuant to the Transactions shall enter into that amended and restated registration rights agreement attached as an exhibit to the Merger Agreement. Pursuant to the Registration Rights Agreement, Spring Valley will agree that, within 30 calendar days after the Closing, Spring Valley will file with the SEC (at Spring Valley’s sole cost and expense) a registration statement registering the resale of certain securities held by or issuable to the Holders (the “Resale Registration Statement”), and Spring Valley shall use commercially reasonable efforts to have the Resale Registration Statement declared effective as soon as practicable after the filing thereof. In certain circumstances, the Holders (as defined therein) may demand up to one underwritten offering during any six-month period, and all Holders will be entitled to piggyback registration rights. For additional information, see “The Transactions — The Merger Agreement — Related Agreements —  Registration Rights Agreement.”

PIPE Investment

Concurrently with the execution of the Merger Agreement, Spring Valley entered into the Subscription Agreements with the PIPE Investors, pursuant to which, among other things, the PIPE Investors party thereto agreed to purchase an aggregate of 21,300,002 shares of NuScale Corp Class A Common Stock immediately prior to the Closing at an aggregate purchase price of $211,000,000. $30,000,000 of the PIPE Investment has been committed by a foreign investor, and NuScale Corp expects to hold this amount as restricted cash pending approval of the investment by CFIUS. The Subscription Agreements contain customary representations, warranties, covenants and agreements of Spring Valley and the PIPE Investors and are subject to customary closing conditions (including, without limitation, that there is no amendment or modification to the Merger Agreement that is material and adverse to the PIPE Investors) and termination rights (including a termination right if the transactions contemplated by the Subscription Agreements have not been consummated by June 19, 2022 (which date is 30 days following the termination date under the Merger Agreement), other than as a result of breach by the terminating party). The PIPE Investments are expected to close immediately prior to the Closing.

Support Agreement

The Sponsor has entered into an agreement with us, pursuant to which the parties thereto agreed, among other things, (i) to certain vesting and forfeiture terms with respect to up to 35% of the NuScale Corp Common Stock beneficially owned by the Sponsor immediately following the Closing, and (ii) to subject the Sponsor to a post-Closing lock-up period that ends on the earlier to occur of one year after the Closing Date and if, following the 150th day after the Closing Date, over any 20 trading days within any 30 trading day period, the VWAP of the NuScale Corp Common Stock is greater than or equal to $12.00 per share, then upon the close of such 20th trading day, in each case, on the terms and subject to the conditions set forth in the Sponsor Letter Agreement.

NuScale LLC Related Person Transactions

Private Placements

Series A-3 Financing. Between August 8, 2018, and December 27, 2019, NuScale LLC entered into an Option Agreement and Series A-3 Preferred Unit Purchase Agreements pursuant to which NuScale LLC

252

issued an aggregate of 59,182,390.30 NuScale LLC Series A-3 preferred units at a purchase price of $1.59 per unit for aggregate consideration of $94,100,000. In addition, 908,896 units of NuScale LLC Series A-3 preferred units were issued upon the conversion of certain of NuScale LLC’s outstanding accounts payable pursuant to certain of NuScale LLC’s strategic supplier agreements at a purchase price of $1.59 per unit, for aggregate non-cash consideration of $1,445,146. The outstanding NuScale LLC Series A-3 preferred units will be converted into NuScale LLC Class B Units and the holders will receive shares of NuScale Corp Class B Common Stock at the closing of the Transactions.

The participants in this financing include certain holders of more than 5% of NuScale LLC Series A-3 preferred units. The following table sets forth the aggregate number of NuScale LLC Series A-3 preferred units issued to these related persons in this preferred unit financing:

Name	Units		Aggregate Purchase Price			Date Range of Issuance
Fluor Enterprises, Inc.	​	29,119,497	​	$	46,300,000	August 8, 2018 –  May 23, 2019
Next Tech 1 New Technology Investment Fund	​	15,723,270	​	$	24,999,999	November 15, 2019
NuScale Korea Holdings LLC	​	7,927,699	​	$	12,605,042	July 30, 2019

Series A-4 Financing

Between August 5, 2020, and March 30, 2021, NuScale LLC entered into Series A-4 Preferred Unit Purchase Agreements pursuant to which NuScale LLC issued an aggregate of 30,729,166 NuScale LLC Series A-4 preferred units at a purchase price of $1.92 per unit for aggregate consideration of $59,000,000. In addition, 174,004 units of NuScale LLC Series A-4 preferred units were issued upon the conversion of certain of NuScale LLC’s outstanding accounts payable pursuant to certain of NuScale LLC’s strategic supplier agreements at a purchase price of $1.92 per unit, for aggregate non-cash consideration of $ 334,089. The outstanding NuScale LLC Series A-4 preferred units will be converted into NuScale LLC Class B Common Units and the holders will receive shares of NuScale Corp Class B Common Stock at the closing of the Transactions.

The participants in this financing include certain holders of more than 5% of NuScale LLC Series A-4 preferred units. The following table sets forth the aggregate number of NuScale LLC Series A-4 preferred units issued to these related persons in this preferred unit financing:

Name	Units		Aggregate Purchase Price			Date of Issuance
Fluor Enterprises, Inc.	​	5,208,333	​	$	10,000,000	August 5, 2020
Sargent & Lundy, L.L.C.(1)	​	4,166,666	​	$	8,000,000	November 2, 2020
Japan NuScale Innovation, LLC	​	20,833,333	​	$	40,000,000	March 30, 2021

(1)

The preferred units issued to Sargent & Lundy, L.L.C. were subsequently transferred to Sargent & Lundy NuHoldings, LLC, an affiliate of Sargent & Lundy, L.L.C.

Series A-5 Financing

Between June 1, 2021, and August 1, 2021, NuScale LLC entered into Series A-5 Preferred Unit Purchase Agreements pursuant to which NuScale LLC issued an aggregate of 69,406,392 NuScale LLC Series A-5 preferred units at a purchase price of $2.19 per unit for aggregate consideration of $152,000,000. In addition, 12,039 units of NuScale LLC Series A-5 preferred units were issued upon the conversion of certain of NuScale LLC’s outstanding accounts payable pursuant to certain of NuScale LLC’s strategic supplier agreements at a purchase price of $2.19 per unit, for aggregate non-cash consideration of $ 26,366. The outstanding NuScale LLC Series A-5 preferred units will be converted into NuScale LLC Class B Common Units and the holders will receive shares of NuScale Corp Class B Common Stock at the closing of the Transactions.

253

The participants in this financing include certain holders of more than 5% of NuScale LLC Series A-5 preferred units. The following table sets forth the aggregate number of NuScale LLC Series A-5 preferred units issued to these related persons in this preferred unit financing:

Name	Units		Aggregate Purchase Price			Date of Issuance
Japan NuScale Innovation, LLC	​	9,132,420	​	$	20,000,000	June 1, 2021
GS Energy NA Investments, Inc.	​	18,264,840	​	$	40,000,000	June 29, 2021
Next Tech 3 New Technology Investment Fund	​	15,981,735	​	$	35,000,000	July 19, 2021
Doosan Heavy Industries & Construction Co., Ltd.	​	11,415,525	​	$	25,000,000	July 19, 2021
Samsung C&T Corporation	​	9,132,420	​	$	20,000,000	July 19, 2021
Sargent & Lundy, L.L.C.(1)	​	3,652,968	​	$	8,000,000	July 19, 2021

(1)

The preferred units issued to Sargent & Lundy, L.L.C. were subsequently transferred to Sargent & Lundy NuHoldings, LLC, an affiliate of Sargent & Lundy, L.L.C.

Agreements with NuScale LLC Equityholders

Fluor Enterprises, Inc.

Fluor owns approximately 67% of NuScale LLC outstanding membership units, on an as-converted to common units basis.

NuScale LLC and Fluor entered into the Fluor Convertible Loan Agreement during 2011 pursuant to which NuScale LLC issued to Fluor the Fluor Convertible Note in the principal amount of $10,281,427. Pursuant to the Fluor Convertible Loan Agreement, NuScale LLC granted Fluor a first priority security interest and lien upon and in all of NuScale LLC’s right, title and interest in and to all of its assets. Interest accrues at 3% annually under the Convertible Note, and as of September 30, 2021, $13.9 million of principal and accrued and unpaid interest were outstanding under the Convertible Note. The principal balance and all accrued and unpaid interest on the Convertible Note are due on the earliest of (a) June 30, 2022, (b) the date that any loan by Fluor to NuScale LLC is declared due and payable pursuant to a default, (c) the occurrence of a Next Round Closing Date (as defined in the Fluor Convertible Loan Agreement) in association with a financing; or (d) a Change in Control (as defined in the Fluor Convertible Loan Agreement).

Upon an issuance of new securities of NuScale LLC resulting in aggregate gross proceeds of $16 million or more, amounts then owed under the Fluor Convertible Note may be converted at Fluor’s option into those new securities. Fluor has informed NuScale LLC that it intends to convert the Fluor Convertible Note into NuScale LLC Units effective as of the Closing of the Merger.

The Fluor Convertible Loan Agreement includes a covenant obligating NuScale LLC to provide Fluor with ten days’ notice prior to any Change of Control (as defined in the Fluor Convertible Loan Agreement), reorganization, dissolution, liquidation, or winding up of NuScale LLC.

On January 8, 2021, NuScale LLC entered into a $30 million line of credit with Fluor (“LOC”), with an interest rate of 10% compounded annually. Under the LOC, NuScale LLC may request an advance of available capacity at any time, subject to approval by Fluor. Any principal balance and accrued and unpaid interest on the LOC are due on the earliest of (a) December 31, 2021 or (b) the next date that NuScale LLC raises an aggregate of $40,000,000 or greater from the sale of preferred equity to one or more investors. As of September 30, and December 31, 2021, no amounts were drawn under the LOC. The LOC terminated on December 31, 2021.

On September 30, 2011, NuScale LLC entered into an Exclusivity Agreement with NuScale Holdings Corp. and Fluor, which was most recently amended on March 26, 2021. Pursuant to this agreement, NuScale LLC granted Fluor the right to provide EPC Services in connection with NuScale LLC’s general plant design, project-specific designs, and other services typically performed by Fluor or its direct competitors, though this exclusivity is limited to EPC Services and specifically does not include services typically provided

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by a nuclear steam supply system (“NSSS”) supplier, including NSSS equipment design and supply, safety related instrumentation and controls design and supply, design certification licensing, and internal NuScale LLC infrastructure activities. On September 2, 2020, NuScale LLC and Fluor entered into an Amended and Restated Master Services Agreement, which was most recently amended on January 4, 2021, and on January 26, 2021, NuScale LLC and Fluor entered into a Master Services Agreement. Pursuant to these agreements, along with associated task orders and statements of work, Fluor performs engineering services for NuScale LLC.

On October 15, 2020, NuScale LLC entered into a Business Collaboration Agreement with Sarens and Fluor, which was most recently amended on July 15, 2021. Pursuant to this agreement, NuScale LLC grants Sarens rights to certain planning, and field scope related to logistics and installation of NPMs.

On March 29, 2021, NuScale LLC entered into a Business Collaboration Agreement (“JGC BCA”) with Fluor and JGC, an affiliate of Japan NuScale Innovation, LLC, owner of greater than 5% of NuScale Series A-5 preferred units. Pursuant to this agreement, NuScale LLC and Fluor grant JGC certain rights in the engineering, procurement, construction, and commissioning (“EPCC”) of the 6-module power plant to be deployed at the Idaho National Laboratory as part of UAMPS’s CFPP as well as future EPCC opportunities, subject to JGC, Fluor, and NuScale LLC's commercially reasonable efforts to mutually agree on reasonable pricing.

On May 25, 2021, NuScale LLC entered into a Business Collaboration Agreement (“IHI BCA”) with Fluor and IHI Corporation, an affiliate of Japan NuScale Innovation, LLC, owner of greater than 5% of NuScale LLC Series A-5 preferred units. Pursuant to this agreement, NuScale LLC guaranteed a certain value of scope of work to IHI, a manufacturer of complex heavy equipment and provider of modularization services, subject to NuScale LLC and IHI reaching agreement on pricing.

On July 5, 2021, NuScale LLC entered into an Escrow Agreement with Fluor, and on July 13, 2021, NuScale LLC entered into an Escrow Agreement with Fluor and Bank of America, N.A. Pursuant to these agreements, NuScale LLC and Fluor established a jointly controlled account to hold funds received as a result of certain investments from non-United States companies pending Committee on Foreign Investment in the United States (“CFIUS”) review of such investments. CFIUS completed its reviews and all NuScale funds were paid out of the escrow account by December 31, 2021.

Oregon State University

OSU owns greater than 5% of the NuScale LLC Common Units.

On February 26, 2015, NuScale LLC entered into a Purchase, Sale and License Agreement with OSU. Pursuant to this agreement, OSU assigned certain patent and other intellectual property rights to NuScale LLC and granted NuScale LLC a license to use certain test data.

On February 26, 2015, NuScale LLC entered into a Master Services Agreement for Engineering Testing and Exclusive Facilities Access with OSU, which was most recently amended on March 26, 2020. Pursuant to this agreement, NuScale LLC is granted exclusive access to certain testing facilities and equipment, and, pursuant to associated task orders, OSU provides specified services to NuScale LLC.

Doosan Heavy Industries & Construction Co., Ltd.

On April 29, 2019, and July 31, 2019, respectively, NuScale LLC entered into a Master Services Agreement and a Business Collaboration Agreement with Doosan, an owner of greater than 5% of NuScale LLC Series A-5 preferred units. Pursuant to the Master Services Agreement, along with associated task orders and statements of work, Doosan provides engineering services to NuScale LLC. Pursuant to the Business Collaboration Agreement, which was most recently amended on July 5, 2021, NuScale LLC grants Doosan certain rights to manufacture certain parts of the 6-module power plant to be deployed at the Idaho National Laboratory as part of UAMPS’s CFPP as well as components for other NuScale LLC projects, subject to the requirement that Doosan and NuScale LLC make all reasonable efforts to mutually agree on a reasonable price for the services.

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Sargent & Lundy, L.L.C.

On July 31, 2019, and May 20, 2019, respectively, NuScale LLC entered into a Business Collaboration Agreement and a Master Services Agreement with Sargent & Lundy, L.L.C., an owner of less than 5% of NuScale LLC Series A-3 preferred units, and an affiliate of Sargent & Lundy NuHoldings, LLC. As a result of subsequent equity purchases, and transfers, Sargent & Lundy NuHoldings, LLC is an owner of greater than 5% of NuScale LLC Series A-4 and Series A-5 preferred units. Pursuant to the Business Collaboration Agreement, which was most recently amended on October 28, 2020, NuScale LLC, Sargent & Lundy, L.L.C. and Fluor allocate certain rights to NuScale LLC plants and projects to Fluor and Sargent & Lundy, L.L.C. Pursuant to the Master Servicing Agreement, which was most recently amended on May 11, 2021, along with associated task orders and statements of work, Sargent & Lundy, L.L.C. performs engineering services for NuScale LLC. As noted above, as of December 8, 2021, all of the NuScale LLC preferred units purchased by Sargent & Lundy, L.L.C. have been transferred to Sargent & Lundy NuHoldings, LLC.

JGC Holdings Corporation

See the description of the JGC BCA under the subsection labelled “Fluor Enterprises, Inc.” above.

IHI Corporation

See the description of the IHI BCA under the subsection labeled “Fluor Enterprises, Inc.” above.

GS Energy Corporation

On June 18, 2021, NuScale LLC entered into a Business Collaboration Agreement with GS, Energy Corporation (“GS”), an affiliate of GS Energy NA Investments, Inc., owner of greater than 5% of NuScale LLC Series A-5 preferred units. Pursuant to this agreement, NuScale LLC granted certain rights to GS to own, operate, and develop small modular reactors using NPMs within the Korean Peninsula, and a first right to respond to public tenders for power plants and to propose to develop, own, and operate power plants in Qatar and in other locations as mutually agreed.

Samsung C&T Corporation

On July 26, 2021, NuScale LLC entered into a Business Collaboration Agreement with Fluor and Samsung C&T, an owner of greater than 5% of NuScale LLC Series A-5 preferred units. Pursuant to this agreement, NuScale LLC and Fluor agree to accept secondment of Samsung C&T employees and work to promote Samsung C&T participation as a constructor for potential NuScale projects. On January 28, 2022, in connection with the commitment of Samsung C&T to invest an additional $30 million in the PIPE Investment, NuScale LLC, Samsung C&T and Fluor modified the Business Collaboration Agreement regarding the secondment of personnel, and designated Samsung C&T as a preferred contractor under specified circumstances. NuScale LLC and Samsung C&T have determined that it is appropriate to obtain CFIUS approval of the modification of the Business Collaboration Agreement and Samsung C&T’s participation in the PIPE Investment. Based on its experience obtaining CFIUS consent in connection with the business collaboration agreement and an earlier Samsung C&T investment, and because Samsung C&T is not making a controlling investment in NuScale LLC, NuScale LLC expects to obtain CFIUS approval in due course. There can be no assurance, however, that CFIUS approval will be obtained. See “Risk Factors — Risks Related to the Transactions and Spring Valley — Future investments in NuScale Corp, including $30 million of the PIPE Investment committed by a foreign investor, or other transactions may be delayed or denied under U.S. foreign investment regulations.”

Tax Receivable Agreement

NuScale LLC and each of its direct or indirect (through subsidiaries that are classified as partnerships or disregarded entities for United States federal income tax purposes) Subsidiaries that are classified as a partnership for United States federal income tax purposes have made or will make an election under Section 754 of the Code for the taxable year in which the Closing occurs, and such election will remain in effect for any future taxable year in which an exchange of NuScale LLC Common Units for shares of NuScale Corp Class A Common Stock (or cash) under the A&R NuScale LLC Agreement occurs. Such elections

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are expected to result in increases to the tax basis of the assets of NuScale LLC at the time of any future exchange of NuScale LLC Common Units for shares of NuScale Corp Class A Common Stock (or cash) under the A&R NuScale LLC Agreement. Such increases in the tax basis of the tangible and intangible assets of NuScale LLC, as well as other tax benefits, may reduce the amount of tax that NuScale Corp would otherwise be required to pay in the future. Such increases in tax basis and other tax benefits may also decrease gains (or increase losses) on future dispositions of certain capital assets to the extent tax basis is allocated to those capital assets. The IRS may challenge all or part of the tax basis increase, other tax benefits, and associated increased deductions, and a court could sustain such a challenge.

In connection with the Closing, NuScale Corp will enter into the Tax Receivable Agreement with NuScale LLC, each of the TRA Holders (as defined in the Tax Receivable Agreement) party thereto, and Fluor, in its capacity as TRA Representative (as defined in the Tax Receivable Agreement). Pursuant to the Tax Receivable Agreement, NuScale Corp will be required to pay 85% of certain tax benefits, if any, that it realizes (or in certain cases is deemed to realize) as a result of any increases in tax basis and other tax benefits resulting from any exchange of NuScale LLC Units for shares of NuScale Corp Class A Common Stock or cash in the future. NuScale Corp’s obligations under the Tax Receivable Agreement accelerate upon a change in control and certain other termination events, as defined therein.

NuScale Corp will benefit from the remaining 15% of cash tax savings, if any, that NuScale Corp realizes as a result of such tax benefits. For purposes of the Tax Receivable Agreement, the cash tax savings will be computed by comparing NuScale Corp’s actual income tax liability to the amount of such taxes that NuScale Corp would have been required to pay had there been no increase to the tax basis of its assets as a result of the Business Combination or the exchanges and had NuScale Corp not entered into the Tax Receivable Agreement (calculated by making certain assumptions).

The term of the Tax Receivable Agreement will continue until all such tax benefits have been utilized or expired, unless NuScale Corp exercises its right to terminate the Tax Receivable Agreement for an amount based on the present value of the agreed payments remaining to be made under the agreement (as described in more detail below), there is a change of control (as described in more detail below) or NuScale Corp breaches any of its material obligations under the Tax Receivable Agreement, in which case all obligations will generally be accelerated and due as if NuScale Corp had exercised its right to terminate the Tax Receivable Agreement. Estimating the amount of payments that may be made under the Tax Receivable Agreement is by its nature imprecise, as the calculation depends on a variety of factors. The actual increase in tax basis of the assets of NuScale LLC, as well as the amount and timing of any payments under the Tax Receivable Agreement, will vary depending upon a number of factors, including:

•

the timing of exchanges of NuScale LLC Common Units for shares of NuScale Corp Class A Common Stock (or cash) under the A&R NuScale LLC Agreement — for instance, the increase in any tax deductions will vary depending on the fair value, which may fluctuate over time, of the relevant NuScale LLC Common Units at the time of each exchange;

•

the price of NuScale Corp Class A Common Stock at the time of the exchange — the increase in any tax deductions, as well as the tax basis increase in other assets or other tax benefits, is proportional to the price of NuScale Corp Class A Common Stock at the time of the exchange;

•

the extent to which such exchanges are taxable — if an exchange is not taxable for any reason, an increase in the tax basis of the assets of NuScale LLC (and thus increased deductions) may not be available as a result of such exchange; and

•

the amount and timing of our income — we will be required to pay 85% of the cash tax savings, if any, as and when realized.

If NuScale Corp does not have taxable income (determined without regard to the tax basis and other tax benefits that are subject to the Tax Receivable Agreement), NuScale Corp will generally not be required (absent a change of control or other circumstances requiring an early termination payment) to make payments under the Tax Receivable Agreement for that taxable year because no cash tax savings will have been actually realized. However, any cash tax savings that do not result in realized benefits in a given tax year may generate tax attributes that may be utilized to generate benefits in future tax years. The utilization of such tax attributes will result in payments under the Tax Receivable Agreement.

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Future payments under the Tax Receivable Agreement in respect of subsequent exchanges of NuScale LLC Common Units for shares of NuScale LLC Class A Common Stock (or cash) under the A&R NuScale LLC Agreement to be substantial. It is possible that future transactions or events could increase or decrease the actual cash tax savings realized and the corresponding payments under the Tax Receivable Agreement. There may be a material negative effect on NuScale Corp’s liquidity if, as a result of timing discrepancies or otherwise, the payments under the Tax Receivable Agreement exceed the actual cash tax savings we realize in respect of the tax attributes subject to the Tax Receivable Agreement and/or distributions to NuScale Corp by NuScale LLC are not sufficient to permit NuScale Corp to make payments under the Tax Receivable Agreement after NuScale Corp has paid its taxes. The payments under the Tax Receivable Agreement are not conditioned upon the TRA Holders’ continued ownership of NuScale Corp or NuScale LLC.

In addition, the Tax Receivable Agreement provides that upon a change of control, NuScale Corp’s obligations under the Tax Receivable Agreement will accelerate as if NuScale Corp had exercised its early termination right based on certain assumptions (as described below), including that NuScale Corp would have sufficient taxable income to fully utilize the deductions arising from the increased tax deductions and tax basis and other benefits related to the Tax Receivable Agreement.

Furthermore, NuScale Corp may elect to terminate the Tax Receivable Agreement early by making an immediate payment equal to the present value of the anticipated future cash tax savings. In determining such anticipated future cash tax savings, the Tax Receivable Agreement includes several assumptions, including (1) that any NuScale LLC Common Units that have not been exchanged are deemed exchanged for the market value of NuScale Corp Class A Common Stock and the amount of cash that would have been transferred if the exchange had occurred at the time of termination, (2) NuScale Corp will have sufficient taxable income in each future taxable year to fully utilize all relevant tax attributes subject to the Tax Receivable Agreement, (3) the tax rates for future years will be those specified in the law as in effect at the time of termination, and (4) certain non-amortizable, non-deductible assets are deemed disposed of within specified time periods. In addition, the present value of such anticipated future cash tax savings are discounted at a rate equal to the lesser of (i) 6.5% and (ii) LIBOR plus 400 basis points.

As a result of either an early termination or a change of control, NuScale Corp could be required to make payments under the Tax Receivable Agreement that exceed our actual cash tax savings. Consequently, our obligations under the Tax Receivable Agreement could have a substantial negative impact on our liquidity and could have the effect of delaying, deferring or preventing certain mergers, asset sales, other forms of business combinations or other changes of control. There can be no assurance that we will be able to finance our obligations under the Tax Receivable Agreement.

Finally, because NuScale Corp is a holding company with no operations of its own, its ability to make payments under the Tax Receivable Agreement depends on the ability of NuScale LLC to make distributions to it. To the extent that NuScale Corp is unable to make payments under the Tax Receivable Agreement for any reason, such payments will be deferred and will accrue interest until paid, which could negatively impact NuScale Corp’s results of operations and could also affect its liquidity in periods in which such payments are made.

Support Agreements

Concurrently with the execution of the Merger Agreement, the Sponsor Sub and each of our directors entered into support agreements, dated December 13, 2021, with NuScale LLC, pursuant to which, among other things, the Sponsor Sub and such directors agreed to vote all of their respective Spring Valley ordinary shares (subject to certain exceptions) in favor of the approval and adoption of the Transactions.

Sponsor Letter Agreement

Concurrently with the execution of the Merger Agreement, the Sponsor Sub entered into the Sponsor Letter Agreement with Spring Valley and NuScale LLC, pursuant to which the parties thereto agreed to, among other things, (i) certain vesting and forfeiture terms with respect to up to 35% of the NuScale Corp Class A Common Stock owned by such parties as a result of conversion of shares of Spring Valley Class B ordinary shares if Closing Acquiror Cash is less than $432 million, (ii) certain vesting and forfeiture terms

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with respect to up to 35% of NuScale Corp Class A Common Stock beneficially owned by the Sponsor Sub immediately following the Closing, (iii) to subject the Sponsor to a post-Closing lock-up period that ends on the earlier to occur of one year after the Closing Date and if, following the 150th day after the Closing Date, over any 20 trading days within any 30 trading day period, the VWAP of the NuScale Corp Common Stock is greater than or equal to $12.00 per share, then upon the close of such 20th trading day, in each case, on the terms and subject to the conditions set forth in the Sponsor Letter Agreement and (iv) extend the May 27, 2022 deadline by which Spring Valley must complete an initial business combination by six months to November 27, 2022 upon Sponsor’s purchase of 2,300,000 additional Spring Valley Warrants for $2,300,000.

PIPE Investment

Concurrently with the execution of the Merger Agreement, Spring Valley entered into the Subscription Agreements with the PIPE Investors, pursuant to which, among other things, the PIPE Investors party thereto agreed to purchase an aggregate of 21,300,002 shares of NuScale Corp Class A Common Stock immediately prior to the Closing at an aggregate purchase price of $211,000,000. $30,000,000 of the PIPE Investment has been committed by a foreign investor, and NuScale Corp expects to hold this amount as restricted cash pending approval of the investment by CFIUS. The Subscription Agreements contain customary representations, warranties, covenants and agreements of Spring Valley and the PIPE Investors and are subject to customary closing conditions (including, without limitation, that there is no amendment or modification to the Merger Agreement that is material and adverse to the PIPE Investors) and termination rights (including a termination right if the transactions contemplated by the Subscription Agreements have not been consummated by June 19, 2022 (which date is 30 days following the termination date under the Merger Agreement), other than as a result of breach by the terminating party). The PIPE Investments are expected to close immediately prior to the Closing.

Indemnification Agreements with Officers and Directors and Directors’ and Officers’ Liability Insurance

In connection with the Merger, NuScale Corp will enter into indemnification agreements with each of NuScale Corp’s executive officers and directors. The indemnification agreements, the Proposed Charter and the Proposed Bylaws to be in effect upon completion of the Merger will require that NuScale Corp indemnify its directors to the fullest extent not prohibited by Delaware law. Subject to certain limitations, the Proposed Bylaws will also require NuScale Corp to advance expenses incurred by its directors and officers. NuScale Corp will also maintain a general liability insurance policy, which covers certain liabilities of its directors and officers arising out of claims based on acts or omissions in their capacities as directors or officers.

Policies and Procedures for Related Party Transactions

Upon consummation of the Transactions, NuScale Corp will adopt a written related party transaction policy that sets forth the policies and procedures for the review and approval or ratification of related person transactions.

A “Related Party Transaction” is defined (consistent with SEC and Nasdaq listing standards) as a transaction, arrangement or relationship in which NuScale Corp or any of its subsidiaries was, is or will be a participant, the amount of which involved exceeds $120,000, and in which any related person had, has or will have a direct or indirect material interest. Transactions involving compensation for services provided to NuScale Corp or any of its subsidiaries as an employee or director will be pre-approved under this policy as long as such arrangements meet certain requirements specified in the policy. A “Related Party” means:

•

any person who is, or at any time during the applicable period was, one of NuScale Corp’s executive officers or one of NuScale Corp’s directors or a nominee for director;

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any person who is the beneficial owner of more than five percent (5%) of any class or series of its voting stock; and

•

any immediate family member of any of the foregoing persons, which means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law of a director, executive officer or a beneficial owner of more than

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five percent (5%) of its voting stock, and any person (other than a tenant or employee) sharing the household of such director, executive officer or beneficial owner of more than five percent (5%) of its voting stock.

NuScale Corp will have policies and procedures designed to minimize potential conflicts of interest arising from any dealings it may have with its affiliates and to provide appropriate procedures for the disclosure of any real or potential conflicts of interest that may exist from time to time. Specifically, pursuant to its charter, the audit committee will have the responsibility to review related party transactions.

It is anticipated that under the related party transaction policy, the related party in question (or if the related person is an immediate family member of a director or executive officer, the director or executive officer) will be required to present information regarding the proposed related party transaction to NuScale Corp’s Chief Compliance Officer. The Chief Compliance Officer, in consultation with the General Counsel, will evaluate the information and if the Chief Compliance Officer determines that the proposed transaction would constitute a related party transaction, the Chief Compliance Officer will report the Related Party Transaction and provide a summary of all material facts to the audit committee for review. To identify related party transactions in advance, NuScale Corp expects to rely on information supplied by its executive officers, directors and certain significant stockholders. In considering related party transactions, NuScale Corp’s audit committee is expected to take into account the relevant available facts and circumstances, which may include, but are not limited to:

•

the related party’s interest in the transaction;

•

the approximate dollar value of the amount involved in the transaction, particularly as it relates to the related party;

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whether the transaction was initiated by NuScale Corp or the related party;

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whether the transaction was undertaken in the ordinary course of business of NuScale Corp;

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whether the transaction with the related party is proposed to be, or was, entered into on terms no less favorable to NuScale Corp than terms that could have been reached with an unrelated third party;

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the purpose of, and the potential benefits to NuScale Corp of, the transaction; and

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any other information regarding the transaction or the related party that would be material to investors in light of the circumstances of the particular transaction.

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COMPARISON OF CORPORATE GOVERNANCE AND SHAREHOLDER RIGHTS

Spring Valley is an exempted company incorporated under the Cayman Islands Companies Act. The Cayman Islands Companies Act, Cayman Islands law generally and the Existing Organizational Documents govern the rights of its shareholders. The Cayman Islands Companies Act and Cayman Islands law generally differs in some material respects from laws generally applicable to United States corporations and their stockholders. In addition, the Existing Organizational Documents differ in certain material respects from the Proposed Organizational Documents. As a result, when you become a stockholder of NuScale Corp, your rights will differ in some regards as compared to when you were a shareholder of Spring Valley.

Since the Existing Organizational Documents will, if approved, ultimately be replaced by the Proposed Organizational Documents at Closing, the chart below is a summary outlining important similarities and differences in the corporate governance and stockholder/shareholder rights associated with each of Spring Valley and NuScale Corp according to applicable law and/or the organizational documents of Spring Valley and NuScale Corp. You also should review the Proposed Charter and the Proposed Bylaws of NuScale Corp attached to this Proxy Statement/Prospectus as Annex C and Annex D, respectively, as well as the Delaware corporate law, including the DGCL, and corporate laws of the Cayman Islands, including the Cayman Islands Companies Act, to understand how these laws apply to Spring Valley and NuScale Corp.

​	Delaware	Cayman Islands
Applicable legislation	General Corporation Law of the State of Delaware.	Cayman Islands Companies Act
Stockholder/Shareholder Approval of Business Combinations	Mergers generally require approval of a majority of all outstanding shares. Mergers in which less than 20% of the acquirer’s stock is issued generally do not require acquirer stockholder approval. Mergers in which one corporation owns 90% or more of a second corporation may be completed without the vote of the second corporation’s board of directors or stockholders.	Mergers require a special resolution, and any other authorization as may be specified in the relevant articles of association. Parties holding certain security interests in the constituent companies must also consent. All mergers (other than parent/​subsidiary mergers) require shareholder approval — there is no exception for smaller mergers. Where a bidder has acquired 90% or more of the shares in a Cayman Islands company, it can compel the acquisition of the shares of the remaining shareholders and thereby become the sole shareholder. A Cayman Islands company may also be acquired through a “scheme of arrangement” sanctioned by a Cayman Islands court and approved by 50%+1 in number and 75% in value of shareholders in attendance and voting at a general meeting.
Stockholder/Shareholder Votes for Routine Matters	Generally, approval of routine corporate matters that are put to a stockholder vote require the affirmative vote of the majority of shares present in person or	Under the Cayman Islands Companies Act and the Existing Organizational Documents, routine corporate matters may be approved by an ordinary

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​	Delaware	Cayman Islands
​	represented by proxy at the meeting and entitled to vote on the subject matter.	resolution (being a resolution passed by a simple majority of the shareholders as being entitled to do so).
Requirement for Quorum	Quorum is a majority of shares entitled to vote at the meeting present in person or represented by proxy unless otherwise set in the constitutional documents, but cannot be less than one third of shares entitled to vote at the meeting.	Quorum is set in the company’s memorandum and articles of association.
Stockholder/Shareholder Consent to Action Without Meeting	Unless otherwise provided in the certificate of incorporation, any action required or permitted to be taken at any annual or special meeting of stockholders may be taken by written consent of not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.	Shareholder action by written resolutions (whether unanimous or otherwise) may be permitted by the articles of association. The articles of association may provide that shareholders may not act by written resolutions.
Appraisal Rights	Generally, a stockholder of a publicly traded corporation does not have appraisal rights in connection with a merger.	Minority shareholders that dissent from a merger are entitled to be paid the fair market value of their shares, which if necessary may ultimately be determined by the court.
Inspection of Books and Records	Any stockholder may inspect the corporation’s books and records for a “proper purpose” during the usual hours for business, as limited by Section 220 of the DGCL.	Shareholders generally do not have any rights to inspect or obtain copies of the register of shareholders or other corporate records of a company.
Stockholder/Shareholder Lawsuits	A stockholder may bring a derivative suit subject to procedural requirements (including adopting Delaware as the exclusive forum as per the Domestication Proposal).	In the Cayman Islands, the decision to institute proceedings on behalf of a company is generally taken by the company’s board of directors. A shareholder may be entitled to bring a derivative action on behalf of the company, but only in certain limited circumstances.
Fiduciary Duties of Directors	Directors must exercise a duty of care and duty of loyalty and good faith to the company and its stockholders.	A director owes fiduciary duties to a company, including to exercise loyalty, honesty and good faith to the company as a whole. In addition to fiduciary duties, directors owe a duty of care, diligence and skill.

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​	Delaware	Cayman Islands
​	​	Such duties are owed to the company but may be owed directly to creditors or shareholders in certain limited circumstances.
Indemnification of Directors and Officers	A corporation is generally permitted to indemnify its directors and officers acting in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation.	A Cayman Islands exempted company generally may indemnify its directors or officers except with regard to fraud or willful default.
Limited Liability of Directors	Permits limiting or eliminating the monetary liability of a director to a corporation or its stockholders, except with regard to breaches of duty of loyalty, intentional misconduct, unlawful repurchases or dividends, or improper personal benefit.	Liability of directors may be eliminated except with regard to their own fraud or willful default.
Removal of Directors	Any director or the entire board may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors, except as follows: (1) unless the charter otherwise provides, or (2) in the case of a corporation having cumulative voting, if less than the entire board is to be removed, no director may be removed without cause if the votes cast against that director’s removal would be sufficient to elect that director if then cumulatively voted at an election of the entire board.	A company’s memorandum and articles of association may provide that a director may be removed for any or no reason and that, in addition to shareholders, boards may be granted the power to remove a director.
Number of Directors	The number of directors is fixed by the bylaws, unless the certificate of incorporation fixes the number of directors, in which case a change in the number of directors shall be made only by amendment of the certificate of incorporation. The bylaws may provide that the board may increase the size of the board and fill any vacancies.	Subject to the memorandum and articles of association, the board may increase the size of the board and fill any vacancies.

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DESCRIPTION OF NUSCALE CORP’S CAPITAL STOCK

The following summary of certain provisions of NuScale Corp’s capital stock does not purport to be complete and is subject to the Proposed Charter, the Proposed Bylaws, the Registration Rights Agreement, the A&R NuScale LLC Agreement, our warrant agreement and the provisions of applicable law. Copies of the Proposed Charter, the Proposed Bylaws and the Registration Rights Agreement, the A&R NuScale LLC Agreement and our warrant agreement are attached to this Proxy Statement/Prospectus as Annex C, Annex D, Annex I, Annex K, and Annex L, respectively, and we urge you to read them carefully.

Authorized Capitalization

General

The Proposed Charter will authorize the issuance of 511,000,000 shares of capital stock, par value $0.0001 per share, of NuScale Corp, consisting of:

•

332,000,000 shares of NuScale Corp Class A Common Stock;

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178,000,000 shares of NuScale Corp Class B Common Stock; and

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1,000,000 shares of NuScale Corp Preferred Stock.

The following summary describes all material provisions of our capital stock. We urge you to read the Proposed Charter, the Proposed Bylaws and the Registration Rights Agreement (copies of which are attached to this Proxy Statement/Prospectus as Annex C, Annex D and Annex I, respectively).

Common Stock

NuScale Corp Class A Common Stock

We expect to have approximately 50,050,002 shares of NuScale Corp Class A Common Stock outstanding immediately after the consummation of the Transactions, assuming that none of the outstanding Spring Valley Class A ordinary shares are redeemed in connection with the Transactions, or 24,671,337 shares of NuScale Corp Class A Common Stock outstanding immediately after the consummation of the Transactions, assuming that all 23,000,000 of the outstanding Spring Valley Class A ordinary shares are redeemed in connection with the Transactions.

Voting rights.   Each holder of NuScale Corp Class A Common Stock will be entitled to one vote for each share of NuScale Corp Class A Common Stock held of record by such holder on all matters on which stockholders generally are entitled to vote. The holders of NuScale Corp Common Stock will vote together as a single class on all matters (or, if any holders of NuScale Corp Preferred Stock are entitled to vote together with the holders of NuScale Corp Common Stock, as a single class with the holders of NuScale Corp Preferred Stock); provided, that the holders of the outstanding shares of NuScale Corp Class A Common Stock will be entitled to vote separately upon any amendment to the Proposed Charter (including by merger, consolidation, reorganization or similar event) that would alter or change the powers, preferences or special rights of the NuScale Corp Class A Common Stock in a manner that is disproportionately adverse as compared to the NuScale Corp Class B Common Stock.

Subject to the rights of the holders of any one or more series of NuScale Corp Preferred Stock then outstanding, the number of authorized shares of NuScale Corp Class A Common Stock may be increased or decreased by the affirmative vote of the holders of a majority of the total voting power of the outstanding shares of capital stock of NuScale Corp entitled to vote thereon, voting together as a single class, irrespective of the provisions of Section 242(b)(2) of the DGCL, and no vote of the holders of the NuScale Corp Class A Common Stock voting separately as a class will be required therefor; provided, that the number of authorized shares of any particular class may not be decreased below the number of shares of such class then outstanding, plus the number of shares of NuScale Corp Class A Common Stock issuable in connection with (x) the exchange of all outstanding shares of NuScale LLC Class B Units, together with the cancellation for no consideration of all shares of NuScale Corp Class B Common Stock, pursuant to the A&R NuScale LLC Agreement and (y) the exercise of outstanding options, warrants, exchange rights, conversion rights or similar rights for NuScale Corp Class A Common Stock.

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Holders of NuScale Corp Class A Common Stock do not have the ability to cumulate votes for the election of directors. The Proposed Charter does not require the election of the directors to be by written ballot.

Notwithstanding the foregoing, to the fullest extent permitted by law and subject to the Proposed Charter, holders of shares of NuScale Corp Class A Common Stock, as such, will have no voting power with respect to, and will not be entitled to vote on, any amendment to the Proposed Charter (including any certificate of designations relating to any series of NuScale Corp Preferred Stock) that relates solely to the terms of any outstanding NuScale Corp Preferred Stock if the holders of such NuScale Corp Preferred Stock are entitled to vote as a separate class thereon under the Proposed Charter (including any certificate of designations relating to any series of NuScale Corp Preferred Stock) or pursuant to the DGCL.

Dividend Rights.   Subject to applicable law and the rights, if any, of the holders of any outstanding series of NuScale Corp Preferred Stock or any class or series of stock having a preference senior to or the right to participate with the NuScale Corp Class A Common Stock with respect to the payment of dividends, such dividends and other distributions of cash, stock or property may be declared and paid on the NuScale Corp Class A Common Stock out of the assets of the Corporation that are by law available therefor, at the times and in the amounts as the NuScale Corp Board in its discretion may determine.

Rights upon liquidation.   In the event of any voluntary or involuntary liquidation, dissolution or winding-up of the affairs of NuScale Corp, after payment or provision for payment of the debts and other liabilities of NuScale Corp and of the preferential and other amounts, if any, to which the holders of NuScale Corp Preferred Stock are entitled, if any, the holders of all outstanding shares of NuScale Corp Class A Common Stock will be entitled to receive, pari passu, an amount per share equal to the par value thereof, and thereafter the holders of all outstanding shares of NuScale Corp Class A Common Stock will be entitled to receive the remaining assets of NuScale Corp available for distribution ratably in proportion to the number of shares of NuScale Corp Class A Common Stock.

Other rights.   Except as provided in the Registration Rights Agreement (as applicable), the holders of NuScale Corp Class A Common Stock will have no preemptive or conversion rights or other subscription rights. There will be no redemption or sinking fund provisions applicable to the NuScale Corp Class A Common Stock. The rights, preferences and privileges of holders of the NuScale Corp Class A Common Stock will be subject to those of the holders of any shares of the NuScale Corp Preferred Stock that NuScale Corp may issue in the future and to the Registration Rights Agreement, as applicable.

Subject to the transfer and exchange restrictions set forth in the A&R NuScale LLC Agreement and the Merger Agreement, holders of NuScale LLC Class B Units may exchange such units, together with the cancelation for no consideration of an equal number of shares of NuScale Corp Class B Common Stock, for shares of NuScale Corp Class A Common Stock (or cash), subject to certain restrictions.

NuScale Corp Class B Common Stock

We expect to have approximately 177,782,129 shares of NuScale Corp Class B Common Stock outstanding immediately after the consummation of the Transactions. Shares of NuScale Corp Class B Common Stock will not have any economic rights but will entitle the holder thereof to one vote per share. As described below, each share of NuScale Corp Class B Common Stock will have non-economic rights equivalent to one share of NuScale Corp Class A Common Stock.

Voting Rights.   Each holder of NuScale Corp Class B Common Stock will be entitled to one vote for each share of NuScale Corp Class B Common Stock held of record by such holder on all matters on which stockholders generally are entitled to vote. The holders of NuScale Corp Common Stock will vote together as a single class on all matters (or, if any holders of NuScale Corp Preferred Stock are entitled to vote together with the holders of NuScale Corp Common Stock, as a single class with the holders of NuScale Corp Preferred Stock); provided, that the holders of the outstanding shares of NuScale Corp Class B Common Stock shall be entitled to vote separately upon any amendment to the Proposed Charter (including by merger, consolidation, reorganization or similar event) that would alter or change the powers, preferences or special rights of the NuScale Corp Class B Common Stock in a manner that is disproportionately adverse as compared to the NuScale Corp Class A Common Stock.

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Subject to the rights of the holders of any one or more series of NuScale Corp Preferred Stock then outstanding, the number of authorized shares of NuScale Corp Class B Common Stock may be increased or decreased by the affirmative vote of the holders of a majority of the total voting power of the outstanding shares of capital stock of NuScale Corp entitled to vote thereon, voting together as a single class, irrespective of the provisions of Section 242(b)(2) of the DGCL, and no vote of the holders of the NuScale Corp Class B Common Stock voting separately as a class will be required therefor.

Holders of NuScale Corp Class B Common Stock do not have the ability to cumulate votes for the election of directors. The Proposed Charter does not require the election of the directors to be by written ballot.

Notwithstanding the foregoing, to the fullest extent permitted by law and subject to the Proposed Charter, holders of shares of NuScale Corp Class B Common Stock, as such, will have no voting power with respect to, and will not be entitled to vote on, any amendment to the Proposed Charter (including any certificate of designations relating to any series of NuScale Corp Preferred Stock) that relates solely to the terms of any outstanding NuScale Corp Preferred Stock if the holders of such NuScale Corp Preferred Stock are entitled to vote as a separate class thereon under the Proposed Charter (including any certificate of designations relating to any series of NuScale Corp Preferred Stock) or pursuant to the DGCL.

Dividend Rights.   Except in the event of any voluntary or involuntary liquidation, dissolution or winding-up of the affairs of NuScale Corp, dividends of cash or property may not be declared or paid on shares of NuScale Corp Class B Common Stock, and then, only to the extent of the par value thereof.

Rights upon liquidation.   In the event of any voluntary or involuntary liquidation, dissolution or winding-up of the affairs of NuScale Corp, holders of shares of NuScale Corp Class B Common Stock will not be entitled to receive, with respect to such shares, any assets of NuScale Corp in excess of the par value thereof.

Other rights.   To the extent NuScale LLC Class B Units are issued pursuant to the A&R NuScale LLC Agreement to anyone other than NuScale Corp or a wholly owned subsidiary of NuScale Corp, an equivalent number of shares of NuScale Corp Class B Common Stock (subject to adjustment as set forth herein) shall be issued to the same Person to which such NuScale LLC Class B Units are issued at par.

Conversion and Retirement of NuScale Corp Class B Common Stock.   Subject to the transfer and exchange restrictions set forth in the A&R NuScale LLC Agreement and the Merger Agreement, holders of NuScale LLC Class B Units may exchange such units, together with the cancelation for no consideration of an equal number of shares of NuScale Corp Class B Common Stock, for shares of NuScale Corp Class A Common Stock. Notwithstanding the foregoing, no holder of NuScale Corp Class B Common Stock may transfer shares of NuScale Corp Class B Common Stock to any person unless such holder transfers a corresponding number of NuScale LLC Class B Units to the same person in accordance with the provisions of the A&R NuScale LLC Agreement. If any outstanding share of NuScale Corp Class B Common Stock ceases to be held by a holder of a corresponding NuScale LLC Class B Unit, such share shall automatically and without further action on the part of NuScale Corp or any holder of NuScale Corp Class B Common Stock be transferred to NuScale Corp for no consideration and retired.

Preferred Stock

No shares of NuScale Corp Preferred Stock will be issued or outstanding immediately after the completion of the Transactions. The Proposed Charter will authorize the NuScale Corp Board to establish one or more series of NuScale Corp Preferred Stock in one or more classes or series and to fix the rights, preferences, privileges and related restrictions, including dividend rights, dividend rates, conversion rights, voting rights, the right to elect directors, terms of redemption, redemption prices, liquidation preferences and the number of shares constituting any class or series, or the designation of the class or series, without the approval of our stockholders; provided, that the aggregate number of shares issued and not retired of any and all such series shall not exceed the total number of shares of NuScale Corp Preferred Stock authorized by the Proposed Charter, i.e., 1,000,000 shares of NuScale Corp Preferred Stock.

The authority of the NuScale Corp Board to issue NuScale Corp Preferred Stock without approval of our stockholders may have the effect of delaying, deferring or preventing a change in control of our company

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and may adversely affect the voting and other rights of the holders of our Common Stock. The issuance of NuScale Corp Preferred Stock with voting and conversion rights may adversely affect the voting power of the holders of our Common Stock, including the loss of voting control to others. As a result of these or other factors, the issuance of NuScale Corp Preferred Stock could have an adverse impact on the market price of the NuScale Corp Class A Common Stock. At present, we have no plans to issue any NuScale Corp Preferred Stock.

Anti-Takeover Effects of Provisions of Delaware Law and our Proposed Charter and Proposed Bylaws

Certain provisions of our Proposed Charter and Proposed Bylaws could discourage potential acquisition proposals and could delay or prevent a change in control. These provisions are intended to enhance the likelihood of continuity and stability in the composition of the NuScale Corp Board and in the policies formulated by the NuScale Corp Board and to discourage certain types of transactions that may involve an actual or threatened change of control. These provisions are designed to reduce our vulnerability to an unsolicited acquisition proposal or proxy fight. Such provisions could have the effect of discouraging others from making tender offers for our shares and, as a consequence, they also may inhibit fluctuations in the market price of NuScale Corp Class A Common Stock that could result from actual or rumored takeover attempts. Such provisions also may have the effect of preventing changes in our management or delaying or preventing a transaction that might benefit you or other minority stockholders.

These provisions include:

Action by Written Consent; Special Meetings of Stockholders.   The DGCL permits stockholder action by written consent unless otherwise provided by our Proposed Charter. Our Proposed Charter permits stockholder action by written consent until such time as NuScale Corp is no longer a “Controlled Company” pursuant to Nasdaq Market Rule 5615(c)(1). Our Proposed Charter and our Proposed Bylaws provide that special meetings of stockholders may be called only (i) by the chairperson of the NuScale Corp Board, (ii) by the chief executive officer of NuScale Corp, (iii) at the direction of the NuScale Corp Board pursuant to a written resolution adopted by a majority of the total number of directors that NuScale Corp would have if there were no vacancies, or, (iv) until such time as the NuScale Corp is no longer a “Controlled Company” pursuant to Nasdaq Market Rule 5615(c)(1), pursuant to a written resolution adopted by holders of a majority of the total voting power of the outstanding shares of capital stock of the NuScale Corp entitled to vote generally in the election of directors, voting together as a single class; provided, that only proposals included in our notice may be considered at such special meetings.

Election and Removal of Directors.   The DGCL provides that stockholders are not entitled to the right to cumulate votes in the election of directors unless our Proposed Charter provides otherwise. Our Proposed Charter disallows cumulative voting. Any directors or the entire NuScale Corp Board may be removed at any time, but only for cause, upon the affirmative vote of the holders of at least a majority of the total voting power of the outstanding shares of capital stock of NuScale Corp entitled to vote generally in the election of directors, voting together as a single class. In addition, the certificate of designation pursuant to which a particular series of NuScale Corp Preferred Stock is issued may provide holders of that series of NuScale Corp Preferred Stock with the right to elect additional directors. These provisions could delay a successful tender offeror from obtaining majority control of the NuScale Corp Board, and the prospect of that delay might deter a potential offeror.

Authorized but Unissued Shares.   Delaware law does not require stockholder approval for any issuance of authorized shares. However, the listing requirements of Nasdaq, which would apply if and so long as the NuScale Corp Class A Common Stock (or warrants) remains listed on Nasdaq, require stockholder approval of certain issuances equal to or exceeding 20% of the then-outstanding voting power or then-outstanding number of shares of NuScale Corp Class A Common Stock. Additional shares that may be issued in the future may be used for a variety of corporate purposes, including future public offerings, to raise additional capital or to facilitate acquisitions. The existence of authorized but unissued and unreserved Common Stock and NuScale Corp Preferred Stock could make more difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise and thereby protect the continuity of NuScale Corp management and possibly deprive stockholders of opportunities to sell their shares of NuScale Corp Class A Common Stock at prices higher than prevailing market prices. See “—​Preferred Stock.”

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Business Combinations with Interested Stockholders.   In general, Section 203 of the DGCL, an anti-takeover law, prohibits a publicly held Delaware corporation from engaging in a business combination, such as a merger, with a person or group owning 15% or more of the corporation’s voting stock, which person or group is considered an interested stockholder under the DGCL, for a period of three years following the date the person became an interested stockholder, unless (with certain exceptions) the business combination or the transaction in which the person became an interested stockholder is approved in a prescribed manner.

Other Limitations on Stockholder Actions.   Our Proposed Bylaws also impose procedural requirements on stockholders who wish to:

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make nominations in the election of directors;

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propose that a director be removed; or

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propose any other business to be brought before an annual or special meeting of stockholders.

Under these procedural requirements, in order to bring a proposal before a meeting of stockholders, a stockholder must deliver timely notice of a proposal pertaining to a proper subject for presentation at the meeting to our corporate secretary containing, among other things, the following:

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the stockholder’s name and address;

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the number of shares beneficially owned by the stockholder and evidence of such ownership;

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the names of all persons with whom the stockholder is acting in concert and a description of all arrangements and understandings with those persons;

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a description of any agreement, arrangement or understanding reached with respect to shares of our stock, such as borrowed or loaned shares, short positions, hedging or similar transactions;

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a description of the business or nomination to be brought before the meeting and the reasons for conducting such business at the meeting; and

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any material interest of the stockholder in such business.

Our Proposed Bylaws set out the timeliness requirements for delivery of notice.

Limitations on Liability and Indemnification of Officers and Directors

Our Proposed Charter and Proposed Bylaws provide indemnification for our directors and officers to the fullest extent permitted by the DGCL. We plan to enter into indemnification agreements with each of our directors and executive officers that may, in some cases, be broader than the specific indemnification provisions contained under Delaware law. In addition, as permitted by Delaware law, our Proposed Charter includes provisions that eliminate the personal liability of our directors for monetary damages resulting from breaches of certain fiduciary duties as a director. The effect of this provision is to restrict our rights and the rights of our stockholders in derivative suits to recover monetary damages against a director for breach of fiduciary duties as a director.

These provisions may be held to be not enforceable for violations of the federal securities laws of the United States.

Exclusive Forum

The Proposed Charter will provide that, unless the Company consents in writing to the selection of an alternative forum, (i) the sole and exclusive forum for any complaint asserting any internal corporate claims (as defined below), to the fullest extent permitted by law, and subject to applicable jurisdictional requirements, shall be the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have, or declines to accept, jurisdiction, another state court or a federal court located within the State of Delaware); and (ii) the sole and exclusive forum for any complaint asserting a cause of action arising under the Securities Act, to the fullest extent permitted by law, shall be the federal district courts of the United States of America; provided, that Proposed Charter’s forum selection provision does not apply to suits brought to enforce a duty or liability created by the Exchange Act. For purposes of the Proposed

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Charter’s forum selection provision, “internal corporate claims” means claims, including claims in the right of NuScale Corp that are based upon a violation of a duty by a current or former director, officer, employee or stockholder in such capacity, or as to which the DGCL confers jurisdiction upon the Court of Chancery. Any person or entity purchasing or otherwise acquiring or holding any interest in any shares of NuScale Corp’s capital stock shall be deemed to have notice of and to have consented to the forum provisions in the Proposed Charter. However, it is possible that a court could find NuScale Corp’s forum selection provisions to be inapplicable or unenforceable. Although the Company believes this provision benefits it by providing increased consistency in the application of Delaware law in the types of lawsuits to which it applies, the provision may have the effect of discouraging lawsuits against the Company’s directors, officers and other employees.

Stockholder Registration Rights

The Registration Rights Agreement will provide the NuScale LLC Equityholders with certain registration rights whereby, in certain circumstances, subject to certain lockup restrictions and the other terms and conditions of the Registration Rights Agreement, they will have the right to require us to register under the Securities Act certain Registrable Securities (as defined in the Registration Rights Agreement). The Registration Rights Agreement will also provide for “piggyback” registration rights for certain other parties thereto, subject to certain conditions and exceptions. See “Certain Relationships and Related Party Transactions — Spring Valley Registration Rights Agreement.”

Warrants

NuScale Corp Warrants.   Each whole NuScale Corp Warrant will entitle the registered holder to purchase one share of NuScale Corp Class A Common Stock at a price of $11.50 per share, subject to adjustment as discussed below, at any time commencing on the later of one year from the closing of Spring Valley’s Initial Public Offering (which occurred on November 27, 2020) and 30 days after the completion of the Transactions, except as discussed in the immediately succeeding paragraph. Pursuant to the warrant agreement, a warrant holder may exercise its NuScale Corp Warrants only for a whole number of shares of NuScale Corp Class A Common Stock. This means only a whole NuScale Corp Warrant may be exercised at a given time by a warrant holder. No fractional NuScale Corp Warrants will be issued upon separation of the Units and only whole NuScale Corp Warrants will trade. Accordingly, unless you hold at least two Units, you will not be able to receive or trade a whole NuScale Corp Warrant. The NuScale Corp Warrants will expire five years after the completion of the Transactions, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.

We will not be obligated to issue any shares of NuScale Corp Class A Common Stock pursuant to the exercise of a NuScale Corp Warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the NuScale Corp Class A Common Stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to our satisfying our obligations described below with respect to registration, or a valid exemption from registration is available. No NuScale Corp Warrant will be exercisable and we will not be obligated to issue a share of NuScale Corp Class A Common Stock upon exercise of a NuScale Corp Warrant unless the share of NuScale Corp Class A Common Stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the NuScale Corp Warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a NuScale Corp Warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event will we be required to net cash settle any NuScale Corp Warrant.

We have agreed that as soon as practicable, but in no event later than 20 business days after the Closing, we will use our commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of NuScale Corp Class A Common Stock issuable upon exercise of the NuScale Corp Warrants, and we will use our commercially reasonable efforts to cause the same to become effective within 60 business days after the Closing, and to maintain the effectiveness of such registration statement and a current prospectus relating to those shares of NuScale Corp Class A Common Stock until the NuScale Corp Warrants expire or are redeemed, as specified in the warrant

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agreement; provided, that if our shares of NuScale Corp Class A Common Stock are at the time of any exercise of a NuScale Corp Warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of NuScale Corp Warrants who exercise their NuScale Corp Warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement, but we will use our commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If a registration statement covering the shares of NuScale Corp Class A Common Stock issuable upon exercise of the NuScale Corp Warrants is not effective by the 60th business day after the Closing, holders of NuScale Corp Warrants may, until such time as there is an effective registration statement and during any period when we will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but we will use our commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. In the case of a cashless exercise, each holder would pay the exercise price by surrendering the NuScale Corp Warrants for that number of shares of NuScale Corp Class A Common Stock equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of shares of NuScale Corp Class A Common Stock underlying the NuScale Corp Warrants, multiplied by the excess of the “fair market value” ​(defined below) less the exercise price of the NuScale Corp Warrants by (y) the fair market value and (B) 0.361 per warrant. The “fair market value” as used in this paragraph shall mean the volume weighted average price of the NuScale Corp Class A Common Stock for the 10 trading days ending on the trading day prior to the date on which the notice of exercise is received by the warrant agent.

Redemption of NuScale Corp Warrants when the price per share of NuScale Corp Class A Common Stock equals or exceeds $18.00.

Once the NuScale Corp Warrants become exercisable, we may redeem the outstanding NuScale Corp Warrants (except as described herein with respect to the NuScale Corp Private Warrants):

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in whole and not in part;

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at a price of $0.01 per NuScale Corp Warrant;

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upon a minimum of 30 days’ prior written notice of redemption to each holder of NuScale Corp Warrants; and

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if, and only if, the closing price of the equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a NuScale Corp Warrant as described under the heading “— Warrants — NuScale Corp Warrants — Anti-dilution Adjustments”) for any 20 trading days within a 30-trading day period ending three trading days before we send the notice of redemption to the NuScale Corp Warrant holders.

We will not redeem the NuScale Corp Warrants as described above unless a registration statement under the Securities Act covering the issuance of the NuScale Corp Class A Common Stock issuable upon exercise of the NuScale Corp Warrants is then effective and a current prospectus relating to those NuScale Corp Class A Common Stock is available throughout the 30-day redemption period. If and when the NuScale Corp Warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws.

We have established the last of the redemption criterion discussed above to prevent a redemption call unless there is at the time of the call a significant premium to the NuScale Corp Warrant exercise price. If the foregoing conditions are satisfied and we issue a notice of redemption of the NuScale Corp Warrants, each warrant holder will be entitled to exercise his, her or its warrant prior to the scheduled redemption date. However, the price of the shares of NuScale Corp Class A Common Stock may fall below the $18.00 redemption trigger price (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a NuScale Corp Warrant as described under the heading “— Warrants — NuScale Corp Warrants — Anti-dilution Adjustments”) as well as the $11.50 (for whole shares) NuScale Corp Warrant exercise price after the redemption notice is issued.

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Redemption of NuScale Corp Warrant when the price per share of NuScale Corp Class A Common Stock equals or exceeds $10.00.

Once the NuScale Corp Warrants become exercisable, we may redeem the outstanding NuScale Corp Warrants (except as described herein with respect to the Spring Valley Private Placement Warrants):

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in whole and not in part;

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at $0.10 per NuScale Corp Warrant upon a minimum of 30 days’ prior written notice of redemption; provided, that holders will be able to exercise their NuScale Corp Warrant on a cashless basis prior to redemption and receive that number of shares determined by reference to the table below, based on the redemption date and the “fair market value” of our NuScale Corp Class A Common Stock except as otherwise described below;

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if, and only if, the closing price of our NuScale Corp Class A Common Stock equals or exceeds $10.00 per public share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “— Warrants — Public Shareholders’ Warrants — Anti-dilution Adjustments”) for any 20 trading days within the 30-trading day period ending three trading days before we send the notice of redemption to the warrant holders; and

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if the closing price of our NuScale Corp Class A Common Stock for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted for share subdivisions, share dividends, reorganizations, reclassifications, recapitalizations and the like), the NuScale Corp Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above.

Beginning on the date the notice of redemption is given until the NuScale Corp Warrants are redeemed or exercised, holders may elect to exercise their NuScale Corp Warrants on a cashless basis. The numbers in the table below represent the number of shares of NuScale Corp Class A Common Stock that a NuScale Corp Warrant holder will receive upon such cashless exercise in connection with a redemption by us pursuant to this redemption feature, based on the “fair market value” of NuScale Corp Class A Common Stock on the corresponding redemption date (assuming holders elect to exercise their NuScale Corp Warrants and such warrants are not redeemed for $0.10 per warrant), determined for these purposes based on the VWAP of the shares of NuScale Corp Class A Common Stock during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of NuScale Corp Warrants, and the number of months that the corresponding redemption date precedes the expiration date of the NuScale Corp Warrants, each as set forth in the table below. We will provide our warrant holders with the final fair market value no later than one business day after the 10-trading day period described above ends.

The share prices set forth in the column headings of the table below will be adjusted as of any date on which the number of shares of NuScale Corp Class A Common Stock issuable upon exercise of a NuScale Corp Warrant or the exercise price of a NuScale Corp Warrant is adjusted as set forth under the heading “— Anti-dilution Adjustments.” If the number of shares issuable upon exercise of a warrant is adjusted, the adjusted share prices in the column headings will equal the share prices immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the number of shares deliverable upon exercise of a NuScale Corp Warrant immediately prior to such adjustment and the denominator of which is the number of shares deliverable upon exercise of a NuScale Corp Warrant as so adjusted. The number of shares in the table below shall be adjusted in the same manner and at the same time as the number of shares issuable upon exercise of a NuScale Corp Warrant. If the exercise price of a NuScale Corp Warrant is adjusted, (a) in the case of an adjustment pursuant to the fifth paragraph under the heading “— Anti-dilution Adjustments” below, the adjusted share prices in the column headings will equal the unadjusted share price multiplied by a fraction, the numerator of which is the higher of the market value and the newly issued price as set forth under the heading “— Anti-dilution Adjustments” and the denominator of which is $10.00 and (b) in the case of an adjustment pursuant to the second paragraph under the heading “— Anti-dilution

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Adjustments” below, the adjusted share prices in the column headings will equal the unadjusted share price less the decrease in the exercise price of a NuScale Corp Warrant pursuant to such exercise price adjustment.

Redemption Date (period to expiration of NuScale Corp Warrants)	Fair Market Value of NuScale Corp Class A Common Stock
	≤$10.00		$11.00		$12.00		$13.00		$14.00		$15.00		$16.00		$17.00		≥$18.00
60 months	​	0.261	​	0.281	​	0.297	​	0.311	​	0.324	​	0.337	​	0.348	​	0.358	​	0.361
57 months	​	0.257	​	0.277	​	0.294	​	0.310	​	0.324	​	0.337	​	0.348	​	0.358	​	0.361
54 months	​	0.252	​	0.272	​	0.291	​	0.307	​	0.322	​	0.335	​	0.347	​	0.357	​	0.361
51 months	​	0.246	​	0.268	​	0.287	​	0.304	​	0.320	​	0.333	​	0.346	​	0.357	​	0.361
48 months	​	0.241	​	0.263	​	0.283	​	0.301	​	0.317	​	0.332	​	0.344	​	0.356	​	0.361
45 months	​	0.235	​	0.258	​	0.279	​	0.298	​	0.315	​	0.330	​	0.343	​	0.356	​	0.361
42 months	​	0.228	​	0.252	​	0.274	​	0.294	​	0.312	​	0.328	​	0.342	​	0.355	​	0.361
39 months	​	0.221	​	0.246	​	0.269	​	0.290	​	0.309	​	0.325	​	0.340	​	0.354	​	0.361
36 months	​	0.213	​	0.239	​	0.263	​	0.285	​	0.305	​	0.323	​	0.339	​	0.353	​	0.361
33 months	​	0.205	​	0.232	​	0.257	​	0.280	​	0.301	​	0.320	​	0.337	​	0.352	​	0.361
30 months	​	0.196	​	0.224	​	0.250	​	0.274	​	0.297	​	0.316	​	0.335	​	0.351	​	0.361
27 months	​	0.185	​	0.214	​	0.242	​	0.268	​	0.291	​	0.313	​	0.332	​	0.350	​	0.361
24 months	​	0.173	​	0.204	​	0.233	​	0.260	​	0.285	​	0.308	​	0.329	​	0.348	​	0.361
21 months	​	0.161	​	0.193	​	0.223	​	0.252	​	0.279	​	0.304	​	0.326	​	0.347	​	0.361
18 months	​	0.146	​	0.179	​	0.211	​	0.242	​	0.271	​	0.298	​	0.322	​	0.345	​	0.361
15 months	​	0.130	​	0.164	​	0.197	​	0.230	​	0.262	​	0.291	​	0.317	​	0.342	​	0.361
12 months	​	0.111	​	0.146	​	0.181	​	0.216	​	0.250	​	0.282	​	0.312	​	0.339	​	0.361
9 months	​	0.090	​	0.125	​	0.162	​	0.199	​	0.237	​	0.272	​	0.305	​	0.336	​	0.361
6 months	​	0.065	​	0.099	​	0.137	​	0.178	​	0.219	​	0.259	​	0.296	​	0.331	​	0.361
3 months	​	0.034	​	0.065	​	0.104	​	0.150	​	0.197	​	0.243	​	0.286	​	0.326	​	0.361
0 months	​	—	​	—	​	0.042	​	0.115	​	0.179	​	0.233	​	0.281	​	0.323	​	0.361

The exact fair market value and redemption date may not be set forth in the table above, in which case, if the fair market value is between two values in the table or the redemption date is between two redemption dates in the table, the number of shares of NuScale Corp Class A Common Stock to be issued for each NuScale Corp Warrant exercised will be determined by a straight-line interpolation between the number of shares set forth for the higher and lower fair market values and the earlier and later redemption dates, as applicable, based on a 365 or 366-day year, as applicable. For example, if the VWAP of the shares of NuScale Corp Class A Common Stock during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of the NuScale Corp Warrants is $11.00 per share, and at such time there are 57 months until the expiration of the NuScale Corp Warrants, holders may choose to, in connection with this redemption feature, exercise their NuScale Corp Warrants for 0.277 shares of NuScale Corp Class A Common Stock for each whole NuScale Corp Warrant. For an example where the exact fair market value and redemption date are not as set forth in the table above, if the VWAP of the shares of NuScale Corp Class A Common Stock during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of the NuScale Corp Warrants is $13.50 per share, and at such time there are 38 months until the expiration of the NuScale Corp Warrants, holders may choose to, in connection with this redemption feature, exercise their NuScale Corp Warrants for 0.298 shares of NuScale Corp Class A Common Stock for each whole NuScale Corp Warrant. In no event will the warrants be exercisable on a cashless basis in connection with this redemption feature for more than 0.361 shares of NuScale Corp Class A Common Stock per NuScale Corp Warrant (subject to adjustment). Finally, as reflected in the table above, if the NuScale Corp Warrants are out of the money and about to expire, they cannot be exercised on a cashless basis in connection with a redemption by us pursuant to this redemption feature, since they will not be exercisable for any shares of NuScale Corp Class A Common Stock.

This redemption feature differs from the typical warrant redemption features used in some other blank check offerings, which only provide for a redemption of warrants for cash (other than the Spring Valley

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Private Placement Warrants when the trading price for the shares exceeds $18.00 per share for a specified period of time). This redemption feature is structured to allow for all of the outstanding NuScale Corp Warrants to be redeemed when the shares of NuScale Corp Class A Common Stock are trading at or above $10.00 per public share, which may be at a time when the trading price of shares of NuScale Corp Class A Common Stock is below the exercise price of the NuScale Corp Warrants. We have established this redemption feature to provide us with the flexibility to redeem the NuScale Corp Warrants without the NuScale Corp Warrants having to reach the $18.00 per share threshold set forth above under “— Redemption of NuScale Corp Warrants when the price per share of NuScale Corp Class A Common Stock equals or exceeds $18.00.” Holders choosing to exercise their NuScale Corp Warrants in connection with a redemption pursuant to this feature will, in effect, receive a number of shares of NuScale Corp Class A Common Stock for their NuScale Corp Warrants based on an option pricing model with a fixed volatility input as of the date of our Initial Public Offering. This redemption right provides us with an additional mechanism by which to redeem all of the outstanding NuScale Corp Warrants, and therefore have certainty as to our capital structure as the warrants would no longer be outstanding and would have been exercised or redeemed. We will be required to pay the applicable redemption price to warrant holders if we choose to exercise this redemption right and it will allow us to quickly proceed with a redemption of the NuScale Corp Warrants if we determine it is in our best interest to do so. As such, we would redeem the NuScale Corp Warrants in this manner when we believe it is in our best interest to update our capital structure to remove the warrants and pay the redemption price to the warrant holders.

As stated above, we can redeem the NuScale Corp Warrants when the shares of NuScale Corp Class A Common Stock are trading at a price starting at $10.00, which is below the exercise price of $11.50, because it will provide certainty with respect to our capital structure and cash position while providing warrant holders with the opportunity to exercise their NuScale Corp Warrants on a cashless basis for the applicable number of shares. If we choose to redeem the NuScale Corp Warrants when the shares of NuScale Corp Class A Common Stock are trading at a price below the exercise price of the NuScale Corp Warrants, this could result in the warrant holders receiving fewer shares of NuScale Corp Class A Common Stock than they would have received if they had chosen to wait to exercise their NuScale Corp Warrants for shares of NuScale Corp Class A Common Stock if and when such shares of NuScale Corp Class A Common Stock were trading at a price higher than the exercise price of $11.50.

No fractional shares of NuScale Corp Class A Common Stock will be issued upon exercise of the NuScale Corp Warrants. If, upon exercise, a holder would be entitled to receive a fractional interest in a share, we will round down to the nearest whole number of the number of shares of NuScale Corp Class A Common Stock to be issued to the holder. If, at the time of redemption, the NuScale Corp Warrants are exercisable for a security other than the shares of NuScale Corp Class A Common Stock pursuant to the warrant agreement, the NuScale Corp Warrants may be exercised for such security. At such time as the NuScale Corp Warrants become exercisable for a security other than the shares of NuScale Corp Class A Common Stock, NuScale Corp (or surviving company) will use its commercially reasonable efforts to register under the Securities Act the security issuable upon the exercise of the NuScale Corp Warrants.

Redemption Procedures.

A holder of a NuScale Corp Warrant may notify us in writing in the event it elects to be subject to a requirement that such holder will not have the right to exercise such warrant, to the extent that after giving effect to such exercise, such person (together with such person’s affiliates), to the warrant agent’s actual knowledge, would beneficially own in excess of 9.8% (or such other amount as a holder may specify) of the shares of NuScale Corp Class A Common Stock issued and outstanding immediately after giving effect to such exercise.

Anti-dilution Adjustments.

Following the conversion of the Spring Valley Warrants into NuScale Corp Warrants, the NuScale Corp Warrants will be subject to anti-dilution adjustments, as summarized in the paragraphs below.

If the number of outstanding shares of NuScale Corp Class A Common Stock is increased by a capitalization or share dividend payable in shares of NuScale Corp Class A Common Stock, or by a split-up of common stock or other similar event, then, on the effective date of such capitalization or share

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dividend, split-up or similar event, the number of shares of NuScale Corp Class A Common Stock issuable on exercise of each NuScale Corp Warrant will be increased in proportion to such increase in the outstanding shares of common stock. A rights offering made to all or substantially all holders of common stock entitling holders to purchase shares of NuScale Corp Class A Common Stock at a price less than the “historical fair market value” ​(as defined below) will be deemed a share dividend of a number of shares of NuScale Corp Class A Common Stock equal to the product of (i) the number of shares of NuScale Corp Class A Common Stock actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for shares of NuScale Corp Class A Common Stock) and (ii) one minus the quotient of (x) the price per share of NuScale Corp Class A Common Stock paid in such rights offering and (y) the historical fair market value. For these purposes, (i) if the rights offering is for securities convertible into or exercisable for NuScale Corp Class A Common Stock, in determining the price payable for shares of NuScale Corp Class A Common Stock, there will be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) “historical fair market value” means the VWAP of shares of NuScale Corp Class A Common Stock as reported during the 10 trading day period ending on the trading day prior to the first date on which the shares of NuScale Corp Class A Common Stock trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights.

In addition, if we, at any time while the warrants are outstanding and unexpired, pay a dividend or make a distribution in cash, securities or other assets to all or substantially all of the holders of share of NuScale Corp Class A Common Stock on account of such NuScale Corp Class A Common Stock (or other securities into which the warrants are convertible), other than (a) as described above, (b) any cash dividends or cash distributions which, when combined on a per share basis with all other cash dividends and cash distributions paid on the shares of NuScale Corp Class A Common Stock during the 365-day period ending on the date of declaration of such dividend or distribution does not exceed $0.50 (as adjusted to appropriately reflect any other adjustments and excluding cash dividends or cash distributions that resulted in an adjustment to the exercise price or to the number of shares of NuScale Corp Class A Common Stock issuable on exercise of each warrant) but only with respect to the amount of the aggregate cash dividends or cash distributions equal to or less than $0.50 per share, (c) to satisfy the redemption rights of the holders of shares of NuScale Corp Class A Common Stock in connection with the Transactions, (d) to satisfy the redemption rights of the holders of shares of NuScale Corp Class A Common Stock in connection with a shareholder vote to amend the Existing Organizational Documents (A) to modify the substance or timing of our obligation to provide holders of NuScale Corp Class A Common Stock the right to have their shares redeemed in connection with our initial Transactions or to redeem 100% of our Public Shares if we do not complete our initial business combination within 18 months from the closing of the Initial Public Offering (or up to 24 months from the closing of the Initial Public Offering at the Sponsor’s option to extend the period of time to consummate a business combination up to one time, by an additional six months) or (B) with respect to any other provision relating to the rights of holders of NuScale Corp Class A Common Stock, or (e) in connection with the redemption of our Public Shares upon our failure to complete our initial business combination, then the warrant exercise price will be decreased, effective immediately after the effective date of such event, by the amount of cash and/or the fair market value of any securities or other assets paid on each share of NuScale Corp Class A Common Stock in respect of such event.

If the number of outstanding shares of NuScale Corp Class A Common Stock is decreased by a consolidation, combination, reverse share sub-division or reclassification of shares of NuScale Corp Class A Common Stock or other similar event, then, on the effective date of such consolidation, combination, reverse share sub-division, reclassification or similar event, the number of shares of NuScale Corp Class A Common Stock issuable on exercise of each warrant will be decreased in proportion to such decrease in outstanding shares of NuScale Corp Class A Common Stock.

Whenever the number of shares of NuScale Corp Class A Common Stock purchasable upon the exercise of the NuScale Corp Warrants is adjusted, as described above, the NuScale Corp Warrant exercise price will be adjusted by multiplying the warrant exercise price immediately prior to such adjustment by a fraction (x) the numerator of which will be the number of shares of NuScale Corp Class A Common Stock purchasable upon the exercise of the warrants immediately prior to such adjustment and (y) the denominator of which will be the number of shares of NuScale Corp Class A Common Stock so purchasable immediately thereafter.

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In addition, if (x) we issue additional NuScale Corp Class A Common Stock or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per share of common stock (with such issue price or effective issue price to be determined in good faith by the NuScale Corp Board and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Spring Valley Founder Shares held by our Sponsor or such affiliates, as applicable, prior to such issuance) (the “newly issued price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (z) the volume weighted average trading price of NuScale Corp Class A Common Stock during the 20 trading day period starting on the trading day prior to the day on which we consummate our initial business combination (such price, the “market value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the market value and the newly issued price, the $18.00 per share redemption trigger price described above under “— Redemption of NuScale Corp Warrants when the price per share of NuScale Corp Class A Common Stock equals or exceeds $18.00” and “— Redemption of NuScale Corp Warrant when the price per share of NuScale Corp Class A Common Stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the market value and the newly issued price, and the $10.00 per share redemption trigger price described above under “— Redemption of NuScale Corp Warrants when the price per share of NuScale Corp Class A Common Stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the market value and the newly issued price.

In case of any reclassification or reorganization of the outstanding shares of NuScale Corp Class A Common Stock (other than those described above or that solely affects the par value of such shares of NuScale Corp Class A Common Stock), or in the case of any merger or consolidation of us with or into another corporation (other than a consolidation or merger in which we are the continuing corporation and that does not result in any reclassification or reorganization of our outstanding shares of NuScale Corp Class A Common Stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of us as an entirety or substantially as an entirety in connection with which we are dissolved, the holders of the NuScale Corp Warrants will thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the NuScale Corp Warrants and in lieu of the shares of NuScale Corp Class A Common Stock immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of NuScale Corp Class A Common Stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the NuScale Corp Warrants would have received if such holder had exercised their NuScale Corp Warrants immediately prior to such event. However, if such holders were entitled to exercise a right of election as to the kind or amount of securities, cash or other assets receivable upon such consolidation or merger, then the kind and amount of securities, cash or other assets for which each NuScale Corp Warrant will become exercisable will be deemed to be the weighted average of the kind and amount received per share by such holders in such consolidation or merger that affirmatively make such election, and if a tender, exchange or redemption offer has been made to and accepted by such holders (other than a tender, exchange or redemption offer made by Spring Valley in connection with redemption rights held by shareholders of Spring Valley as provided for in the Existing Organizational Documents or as a result of the redemption of Spring Valley Class A ordinary shares by Spring Valley if a proposed initial business combination is presented to the shareholders of Spring Valley for approval) under circumstances in which, upon completion of such tender or exchange offer, the maker thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1) under the Exchange Act) of which such maker is a part, and together with any affiliate or associate of such maker (within the meaning of Rule 12b-2 under the Exchange Act) and any members of any such group of which any such affiliate or associate is a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange Act) more than 50% of the issued and outstanding NuScale Corp Class A Common Stock, the holder of a NuScale Corp Warrant will be entitled to receive the highest amount of cash, securities or other property to which such holder would actually have been entitled as a shareholder if such warrant holder had exercised the NuScale Corp Warrant prior to the expiration of such tender or exchange offer, accepted such offer and all of the NuScale Corp Class A Common Stock held by such holder had been purchased pursuant to such tender or exchange offer, subject to adjustment (from and after the consummation of such tender or exchange offer) as nearly equivalent as possible to the adjustments provided

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for in the warrant agreement. If less than 70% of the consideration receivable by the holders of shares of NuScale Corp Class A Common Stock in such a transaction is payable in the form of shares of NuScale Corp Class A Common Stock in the successor entity that is listed for trading on a national securities exchange or is quoted in an established over-the-counter market, or is to be so listed for trading or quoted immediately following such event, and if the registered holder of the warrant properly exercises the NuScale Corp Warrant within thirty days following public disclosure of such transaction, the warrant exercise price will be reduced as specified in the warrant agreement based on the Black-Scholes value (as defined in the warrant agreement) of the NuScale Corp Warrant. The purpose of such exercise price reduction is to provide additional value to holders of the NuScale Corp Warrants when an extraordinary transaction occurs during the exercise period of the NuScale Corp Warrants pursuant to which the holders of the NuScale Corp Warrants otherwise do not receive the full potential value of the NuScale Corp Warrants.

TheNuScale Corp Warrants have been issued in registered form under a warrant agreement between Continental, as warrant agent, and us. The warrant agreement provides that the terms of the NuScale Corp Warrants may be amended without the consent of any holder for the purpose of (i) curing any ambiguity or correct any mistake, including to conform the provisions of the warrant agreement to the description of the terms of the NuScale Corp Warrants and the warrant agreement set forth in Spring Valley’s prospectus, or defective provision, (ii) amending the provisions relating to cash dividends on ordinary shares as contemplated by and in accordance with the warrant agreement or (iii) adding or changing any provisions with respect to matters or questions arising under the warrant agreement as the parties to the warrant agreement may deem necessary or desirable and that the parties deem to not adversely affect the rights of the registered holders of the NuScale Corp Warrants; provided, that the approval by the holders of at least 65% of the then-outstanding NuScale Corp Public Warrants is required to make any change that adversely affects the interests of the registered holders. You should review a copy of the warrant agreement, which is filed as an exhibit to the registration statement of which this Proxy Statement/Prospectus is a part, for a complete description of the terms and conditions applicable to the warrants.

The warrant holders do not have the rights or privileges of holders of shares of NuScale Corp Class A Common Stock and any voting rights until they exercise their NuScale Corp Warrants and receive shares of NuScale Corp Class A Common Stock. After the issuance of NuScale Corp Class A Common Stock upon exercise of the NuScale Corp Warrants, each holder will be entitled to one vote for each share held of record on all matters to be voted on by shareholders.

No fractional NuScale Corp Warrants will be issued upon separation of the Units and only whole NuScale Corp Warrants will trade. If, upon exercise of the NuScale Corp Warrants, a holder would be entitled to receive a fractional interest in a share, we will, upon exercise, round down to the nearest whole number the number of shares of NuScale Corp Class A Common Stock to be issued to the warrant holder.

We have agreed that, subject to applicable law, any action, proceeding or claim against us arising out of or relating in any way to the warrant agreement will be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and we irrevocably submit to such jurisdiction, which jurisdiction will be the exclusive forum for any such action, proceeding or claim. See “Risk Factors — Our warrant agreement designates the courts of the State of New York or the United States District Court for the Southern District of New York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of our warrants, which could limit the ability of warrant holders to obtain a favorable judicial forum for disputes with our company.” This provision applies to claims under the Securities Act but does not apply to claims under the Exchange Act or any claim for which the federal district courts of the United States of America are the sole and exclusive forum.

NuScale Corp Private Placement Warrants

Except as described below, the NuScale Corp Private Placement Warrants have terms and provisions that are identical to those of the warrants sold as part of the units in our Initial Public Offering. The NuScale Corp Private Placement Warrants (including the shares of NuScale Corp Class A Common Stock issuable upon exercise of the Spring Valley Private Placement Warrants ) will not be transferable, assignable or salable until 30 days after the completion of the Transactions, except pursuant to limited exceptions to our officers and directors and other persons or entities affiliated with the initial purchasers of the NuScale Corp Private Placement Warrants , and they will not be redeemable by us, except as described above when the

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price per share of NuScale Corp Class A Common Stock equals or exceeds $10.00, so long as they are held by the Sponsor or its permitted transferees (except as otherwise set forth herein). The Sponsor, or its permitted transferees, has the option to exercise the Spring Valley Private Placement Warrants on a cashless basis. If the NuScale Corp Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the NuScale Corp Private Placement Warrants will be redeemable by us in all redemption scenarios and exercisable by the holders on the same basis as the NuScale Corp Private Placement Warrants. Any amendment to the terms of the NuScale Corp Private Placement Warrants or any provision of the warrant agreement with respect to the NuScale Corp Private Placement Warrants will require a vote of holders of at least 65% of the number of the then outstanding NuScale Corp Private Placement Warrants.

Except as described above regarding redemption procedures and cashless exercise in respect of the NuScale Corp Public Warrants, if holders of the NuScale Corp Private Placement Warrants elect to exercise them on a cashless basis, they would pay the exercise price by surrendering his, her or its warrants for that number of shares of NuScale Corp Class A Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of NuScale Corp Class A Common Stock underlying the warrants, multiplied by the excess of the “Sponsor fair market value” ​(defined below) over the exercise price of the warrants by (y) the historical fair market value. The “Sponsor fair market value” will mean the average reported closing price of the shares of NuScale Corp Class A Common Stock for the 10 trading days ending on the third trading day prior to the date on which the notice of warrant exercise is sent to the warrant agent. The reason that we have agreed that these warrants will be exercisable on a cashless basis so long as they are held by the Sponsor and its permitted transferees is because it is not known at this time whether they will be affiliated with us following the Transactions. If they remain affiliated with us, their ability to sell our securities in the open market will be significantly limited. We expect to have policies in place that restrict insiders from selling our securities except during specific periods of time. Even during such periods of time when insiders will be permitted to sell our securities, an insider cannot trade in our securities if he or she is in possession of material non-public information. Accordingly, unlike Public Shareholders who could exercise their warrants and sell their shares of NuScale Corp Class A Common Stock received upon such exercise freely in the open market in order to recoup the cost of such exercise, the insiders could be significantly restricted from selling such securities. As a result, we believe that allowing the holders to exercise such warrants on a cashless basis is appropriate.

Transfer Agent, Warrant Agent and Registrar

The transfer agent and registrar for the NuScale Corp Common Stock and the warrant agent for the NuScale Corp Warrants and Spring Valley Private Placement Warrants will be Continental Stock Transfer & Trust Company.

Listing

We intend to list NuScale Corp Class A Common Stock and NuScale Corp Warrants on Nasdaq under the proposed symbols “SMR” and “SMRWS,” respectively.

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SECURITIES ACT RESTRICTIONS ON RESALE OF COMMON STOCK

Rule 144

Pursuant to Rule 144, a person who has beneficially owned restricted common stock or warrants of NuScale Corp for at least six months would be entitled to sell their securities provided that (i) such person is not deemed to have been one of our affiliates at the time of, or at any time during the three months preceding, a sale and (ii) we are subject to the Exchange Act periodic reporting requirements for at least three months before the sale and have filed all required reports under Section 13 or 15(d) of the Exchange Act during the 12 months (or such shorter period as we were required to file reports) preceding the sale.

Persons who have beneficially owned restricted common stock or warrants of NuScale Corp for at least six months but who are our affiliates at the time of, or at any time during the three months preceding, a sale would be entitled to sell within any three-month period only a number of securities that does not exceed the greater of:

•

1% of the total number of shares of NuScale Corp common stock then outstanding (as of the date of this Proxy Statement/Prospectus, Spring Valley has 23,000,000 Spring Valley Class A ordinary shares outstanding and 5,750,000 Spring Valley Class B ordinary shares outstanding); or

•

the average weekly reported trading volume of NuScale Corp common stock during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale.

Sales by our affiliates under Rule 144 are also limited by manner of sale provisions and notice requirements and to the availability of current public information about us.

Restrictions on the Use of Rule 144 by Shell Companies or Former Shell Companies

Rule 144 is not available for the resale of securities issued by shell companies (other than business combination related shell companies) or issuers that have been at any time previously a shell company. However, Rule 144 also includes an important exception to this prohibition if the following conditions are met:

•

the issuer of the securities that was formerly a shell company has ceased to be a shell company;

•

the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act;

•

the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and

•

at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company (“Form 10 information”).

As a result, the Initial Shareholders will be able to sell their Spring Valley Founder Shares and Spring Valley Private Placement Warrants, as applicable, pursuant to Rule 144 without registration one year after we have completed the Transactions and filed our Form 10 information with the SEC.

We anticipate that following the consummation of the Transactions, we will no longer be a shell company, and so, once the conditions set forth in the exceptions listed above are satisfied, Rule 144 will become available for the resale of the above noted restricted securities.

Registration Rights

See “Description of NuScale Corp’s Capital Stock — Stockholder Registration Rights” above.

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APPRAISAL RIGHTS

Neither Spring Valley shareholders nor Spring Valley warrant holders have appraisal rights in connection with the Transactions or the Domestication under the Cayman Islands Companies Act or under the DGCL.

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SHAREHOLDER PROPOSALS AND NOMINATIONS

Shareholder Proposals

In addition to any other applicable requirements, for business to be properly brought before an annual general meeting by a shareholder, Spring Valley’s Existing Organizational Documents provide that the shareholder must give timely notice in proper written form to Spring Valley at Spring Valley’s principal executive offices and such business must otherwise be a proper matter for shareholder action. Such notice, to be timely, must be received not less than 120 calendar days before the date of Spring Valley’s proxy statement released to shareholders in connection with the previous year’s annual general meeting or, if Spring Valley did not hold an annual general meeting the previous year, or if the date of the current year’s annual general meeting has been changed by more than 30 days from the date of the previous year’s annual general meeting, then the deadline shall be set by the Spring Valley Board with such deadline being a reasonable time before Spring Valley begins to print and send its related proxy materials.

Shareholder Director Nominees

Nominations of persons for election to the Spring Valley Board at any annual general meeting of shareholders, or at any special meeting of shareholders called for the purpose of electing directors as set forth in Spring Valley’s notice of such special meeting, may be made by or at the direction of the Spring Valley Board or by certain shareholders of Spring Valley.

In addition to any other applicable requirements, for a nomination to be made by a shareholder, such shareholder must have given timely notice thereof in proper written form to Spring Valley at Spring Valley’s principal executive offices. To be timely, a shareholder’s notice must have been received not less than 120 calendar days before the date of Spring Valley’s proxy statement released to shareholders in connection with the previous year’s annual general meeting or, if Spring Valley did not hold an annual general meeting the previous year, or if the date of the current year’s annual general meeting has been changed by more than 30 days from the date of the previous year’s annual general meeting, then the deadline shall be set by the Spring Valley Board with such deadline being a reasonable time before Spring Valley begins to print and send its related proxy materials.

In addition, a shareholder shall also comply with all of the applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth herein.

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SHAREHOLDER COMMUNICATIONS

Shareholders and interested parties may communicate with the Spring Valley Board, any committee chairperson or the non-management directors as a group by writing to the Spring Valley Board or committee chairperson in care of Spring Valley Acquisition Corp., 2100 McKinney Ave., Suite 1675, Dallas, Texas 75201. Following the Transactions, such communications should be sent to NuScale Power Corporation, 6650 SW Redwood Lane, Suite 210, Portland, Oregon 97224, Attention: General Counsel. Each communication will be forwarded, depending on the subject matter, to the Spring Valley Board, the appropriate committee chairperson or all non-management directors.

281

LEGAL MATTERS

Kirkland & Ellis LLP has passed upon the validity of the securities of NuScale Corp offered by this Proxy Statement/Prospectus and certain other legal matters related to this Proxy Statement/Prospectus.

HOUSEHOLDING OF PROXY MATERIALS

Unless Spring Valley has received contrary instructions, Spring Valley may send a single copy of this Proxy Statement/Prospectus to Spring Valley stockholders who have the same address and last name.

Upon the written or oral request of a stockholder at a shared address to which a single copy of this Proxy Statement/Prospectus was delivered, Spring Valley will promptly deliver a separate copy of such document to the requesting stockholder. Written requests should be made to Spring Valley Acquisition Corp., Investor Relations, 2100 McKinney Ave., Suite 1675, Dallas, TX and oral requests may be made by calling Spring Valley at (214) 308-5230.

Spring Valley stockholders sharing an address who are receiving multiple copies of this Proxy Statement/​Prospectus may request delivery of a single copy of such documents by writing to Spring Valley at the address above or calling Spring Valley at the telephone number above. Each Spring Valley stockholder will continue to receive a separate proxy card. This procedure, called “householding,” will reduce the volume of duplicate information Spring Valley stockholders receive and reduce Spring Valley’s printing and postage costs.

EXPERTS

The financial statements of Spring Valley Acquisition Corp. as of December 31, 2020, and for the period from August 20, 2020 (inception) through December 31, 2020, included in this Proxy Statement/​Prospectus have been audited by WithumSmith+Brown, PC, an independent registered public accounting firm, as stated in their report appearing herein. Such financial statements are included in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

The financial statements of NuScale Power, LLC as of December 31, 2020 and 2019, and for each of the two years in the period ended December 31, 2020, appearing in this Proxy Statement/Prospectus have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their report thereon (which contains an explanatory paragraph describing conditions that raise substantial doubt about NuScale LLC’s ability to continue as a going concern as described in Note 1 to the financial statements) appearing elsewhere herein, and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

ENFORCEABILITY OF CIVIL LIABILITY

Spring Valley is a Cayman Islands exempted company. If Spring Valley does not change its jurisdiction of incorporation from the Cayman Islands to Delaware by effecting the Domestication, you may have difficulty serving legal process within the United States upon Spring Valley. You may also have difficulty enforcing, both in and outside the United States, judgments you may obtain in United States courts against Spring Valley in any action, including actions based upon the civil liability provisions of United States federal or state securities laws. Furthermore, there is doubt that the courts of the Cayman Islands would enter judgments in original actions brought in those courts predicated on United States federal or state securities laws. However, Spring Valley may be served with process in the United States with respect to actions against Spring Valley arising out of or in connection with violation of United States federal securities laws relating to offers and sales of Spring Valley’s securities by serving Spring Valley’s United States agent irrevocably appointed for that purpose.

TRANSFER AGENT AND REGISTRAR

The transfer agent for Spring Valley’s securities is Continental Stock Transfer & Trust Company.

282

WHERE YOU CAN FIND MORE INFORMATION

Spring Valley has filed with the SEC a registration statement on Form S-4 under the Securities Act to register the issuance of securities described elsewhere in this Proxy Statement/Prospectus. This Proxy Statement/Prospectus is a part of that registration statement. This Proxy Statement/Prospectus does not contain all of the information included in the registration statement. For further information pertaining to Spring Valley and its securities, you should refer to the registration statement and to its exhibits. Whenever reference is made in this Proxy Statement/Prospectus to any of Spring Valley or Spring Valley’s contracts, agreements or other documents, the references are not necessarily complete, and you should refer to the annexes to the Proxy Statement/Prospectus and the exhibits attached to the registration statement for copies of the actual contract, agreement or other document.

Spring Valley files reports, proxy statements and other information with the SEC as required by the Exchange Act. You may access information on Spring Valley at the SEC web site containing reports, the registration statement and other information at: http://www.sec.gov. Those filings are also available free of charge to the public on, or accessible through, Spring Valley’s corporate website at https://www.sv-ac.com. Spring Valley’s website and the information contained on, or that can be accessed through, the website is not deemed to be incorporated by reference in, and is not considered part of, this Proxy Statement/Prospectus.

Information and statements contained in this Proxy Statement/Prospectus or any annex to this Proxy Statement/Prospectus are qualified in all respects by reference to the copy of the relevant contract or other annex filed as an exhibit to the registration statement of which this Proxy Statement/Prospectus forms a part, which includes exhibits incorporated by reference from other filings made with the SEC.

All information contained in this Proxy Statement/Prospectus relating to Spring Valley has been supplied by Spring Valley, and all information relating to NuScale LLC has been supplied by NuScale LLC. Information provided by one another does not constitute any representation, estimate or projection of the other.

If you would like additional copies of this Proxy Statement/Prospectus or any document incorporated by reference herein, or if you have questions about the Transactions, you should contact via phone or in writing:

MacKenzie Partners, Inc.
1407 Broadway, 27th Floor
New York, New York 10018
Individuals may call toll free: (800) 322-2885
Banks and brokers may call collect: (212) 929-5500
Email: proxy@mackenziepartners.com

If you are a shareholder of Spring Valley and would like to request documents, please do so no later than five business days before the Special Meeting in order to receive them before the Special Meeting. If you request any documents from MacKenzie, MacKenzie will mail them to you by first class mail, or another equally prompt means. Information and statements contained in this Proxy Statement/Prospectus or any annex to this Proxy Statement/Prospectus are qualified in all respects by reference to the copy of the relevant contract or other annex filed as an exhibit to the registration statement of which this Proxy Statement/Prospectus forms a part, which includes exhibits incorporated by reference from other filings made with the SEC.

283

INDEX TO FINANCIAL STATEMENTS

​	Page(s)
Audited Financial Statements of Spring Valley Acquisition Corp.	​	​
Report of Independent Registered Public Accounting Firm	​	F-2
Balance Sheet as of December 31, 2020 (Restated)	​	F-3
Statement of Operations for the Period from August 20, 2020 (inception) through December 31, 2020 (Restated)	​	F-4
Statement of Changes in Shareholders’ Equity for the Period from August 20, 2020 (inception) through December 31, 2020 (Restated)	​	F-5
Statement of Cash Flows for the Period from August 20, 2020 (inception) through December 31, 2020 (Restated)	​	F-6
Notes to Financial Statements	​	F-7
Unaudited Condensed Financial Statements of Spring Valley Acquisition Corp.	​
Condensed Balance Sheet as of September 30, 2021 and December 31, 2020 (Unaudited)	​	F-24
Condensed Statement of Operations for the Three and Nine Months Ended September 30, 2021 and for the Period from August 20, 2020 (inception) through September 30, 2020 (Unaudited)	​	F-25
Condensed Statement of Changes in Shareholders’ Deficit for the Three and Nine Months Ended September 30, 2021 and for the Period from August 20, 2020 (inception) through September 30, 2020 (Unaudited)	​	F-26
Condensed Statements of Cash Flows for the Nine Months Ended September 30, 2021 and for the Period from August 20, 2020 (inception) through September 30, 2020 (Unaudited)	​	F-28
Notes to Consolidated Financial Statements	​	F-29
Audited Financial Statements of NuScale Power, LLC	​	​
Report of Independent Registered Public Accounting Firm	​	F-45
Balance Sheet as of December 31, 2020 and 2019	​	F-46
Statements of Operations for the Years Ended December 31, 2020 and 2019	​	F-47
Statements of Mezzanine Equity and Members’ Equity for the Years Ended December 31, 2020 and 2019	​	F-48
Statements of Cash Flows for the Years Ended December 31, 2020 and 2019	​	F-49
Notes to Financial Statements	​	F-50
Unaudited Condensed Financial Statements of NuScale Power, LLC	​	​
Condensed Balance Sheet as of September 30, 2021 and December 31, 2020 (Unaudited)	​	F-66
Condensed Statements of Operations for the Nine Months Ended September 30, 2021 and 2020 (Unaudited)	​	F-67
Condensed Statements of Mezzanine Equity and Members’ Equity for the Nine Months ended September 30, 2021 and 2020 (Unaudited)	​	F-68
Condensed Statements of Cash Flows for the Nine Months Ended September 30, 2021 and 2020 (Unaudited)	​	F-70
Notes to Financial Statements	​	F-71

F-1

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of
Spring Valley Acquisition Corporation

Opinion on the Financial Statements

We have audited the accompanying balance sheet of Spring Valley Acquisition Corporation (the “Company”) as of December 31, 2020, the related statements of operations, changes in shareholders’ equity and cash flows for the period from August 20, 2020 (inception) through December 31, 2020, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020, and the results of its operations and its cash flows for the period from August 20, 2020 (inception) through December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, if the Company is unable to raise additional funds to alleviate liquidity needs and complete a business combination by May 27, 2022 then the Company will cease all operations except for the purpose of liquidating. The liquidity condition and date for mandatory liquidation and subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Restatement of Financial Statements

As discussed in Note 2 to the financial statements, the 2020 financial statements have been restated to correct certain misstatements.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

/s/ WithumSmith+Brown, PC
We have served as the Company’s auditor since 2020.

New York, New York

May 7, 2021, except for the effects of the restatement disclosed in Note 2 and the merger agreement disclosed in Note 11, as to which the date is December 20, 2021

F-2

SPRING VALLEY ACQUISITION CORP.

BALANCE SHEET
DECEMBER 31, 2020
(Restated)

ASSETS	​	​
Cash	$	1,906,348
Prepaid expenses	​	237,088
Total current assets	​	2,143,436
Investments held in trust account	​	232,301,973
Total assets	$	234,445,409
LIABILITIES AND SHAREHOLDERS’ DEFICIT	​	​
Current liabilities:	​	​
Accrued offering costs	$	49,934
Total current liabilities	​	49,934
Long term liabilities:	​	​
Derivative warrant liabilities	​	33,660,000
Deferred underwriting fee payable	​	8,050,000
Total liabilities	​	41,759,934
Commitments and Contingencies	​	​
Class A Ordinary Shares Subject to Redemption, 23,000,000 shares at $10.10 per share	​	232,300,000
Shareholders’ Deficit:	​	​
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding	​	—
Class A ordinary share, $0.0001 par value, 300,000,000 shares authorized; no non-redeemable shares issued or outstanding	​	—
Class B ordinary share, $0.0001 par value, 30,000,000 shares authorized; 5,750,000 shares issued and outstanding	​	575
Additional paid-in capital	​	—
Accumulated deficit	​	(39,615,100)
Total shareholders’ deficit	​	(39,614,525)
Total Liabilities and Shareholders’ Deficit	$	234,445,409

The accompanying notes are an integral part of these financial statements.

F-3

SPRING VALLEY ACQUISITION CORP.

STATEMENT OF OPERATIONS
FOR THE PERIOD FROM AUGUST 20, 2020 (INCEPTION) THROUGH DECEMBER 31, 2020
(Restated)

Formation and operating costs	$	114,144
Loss from operations	​	(114,144)
Other income (expense):	​	​
Change in fair value of Derivative warrant liabilities	​	(12,110,000)
Offering costs allocated to derivative warrant liabilities	​	(749,253)
Interest earned on marketable securities held in Trust Account	​	1,973
Net loss	$	(12,971,424)
Weighted average shares outstanding of Class A ordinary shares	​	6,052,632
Basic and diluted net loss per ordinary share, Class A	$	(1.15)
Weighted average shares outstanding of Class B ordinary shares	​	5,197,368
Basic and diluted net loss per ordinary share, Class B	$	(1.15)

The accompanying notes are an integral part of these financial statements.

F-4

SPRING VALLEY ACQUISITION CORP.

STATEMENT OF CHANGES IN SHAREHOLDERS’ DEFICIT
FOR THE PERIOD FROM AUGUST 20, 2020 (INCEPTION) THROUGH DECEMBER 31, 2020
(Restated)

​	Ordinary Shares										Additional Paid-In Capital			Accumalated Deficit			Total Shareholders’ Equity
	Class A					Class B
	Shares		Amount			Shares		Amount
Balance as of August 20, 2020	​	—	​	$	—	​	—	​	$	—	​	$	—	​	$	—	​	$	—
Issuance of Class B ordinary shares to Sponsor	​	—	​	​	—	​	5,750,000	​	​	575	​	​	24,425	​	​	—	​	​	25,000
Accretion of Class A Ordinary Shares to redemption value	​	—	​	​	—	​	—	​	​	—	​	​	(24,425)	​	​	(26,643,676)	​	​	(26,668,101)
Net loss	​	—	​	​	—	​	—	​	​	—	​	​	—	​	​	(12,971,424)	​	​	(12,971,424)
Balance as of December 31, 2020	​	—	​	$	—	​	5,750,000	​	$	575	​	$	—	​	$	(39,615,100)	​	$	(39,614,525)

The accompanying notes are an integral part of these financial statements.

F-5

SPRING VALLEY ACQUISITION CORP.

STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM AUGUST 20, 2020 (INCEPTION) THROUGH DECEMBER 31, 2020
(Restated)

Cash Flows from Operating Activities	​	​
Net Loss	$	(12,971,424)
Adjustments to reconcile net loss to net cash used in operating activities	​	​
Change in fair value of derivative warrant liabilities	​	12,110,000
Offering costs allocated to derivative warrant liabilities	​	749,253
Payment of formation costs through issuance of Class B ordinary shares	​	5,000
Interest earned on marketable securities held in Trust Account	​	(1,973)
Changes in operating assets and liabilities	​	​
Prepaid expenses	​	(237,088)
Net cash used in operating activities	​	(346,232)
Cash Flows from Investing Activities:	​	​
Investment of cash into Trust Account	​	(232,300,000)
Net cash used in investing activities	​	(232,300,000)
Cash Flows from Financing Activities	​	​
Proceeds from sale of Units, net of underwriting discounts paid and reimbursements	​	226,150,000
Proceeds from sale of Private Placement Warrants	​	8,900,000
Repayment of promissory note-related party	​	(124,826)
Payment of offering costs	​	(372,594)
Net cash provided by financing activities	​	234,552,580
Net increase in cash	​	1,906,348
Cash – beginning of period		—
Cash – end of period	$	1,906,348
Supplemental disclosure of noncash investing and financing activities:	​	​
Warrant liabilities in connection with initial public offering	$	22,529,000
Deferred underwriting fee payable	$	8,050,000
Accrued offering costs	$	49,934
Offering costs paid by Sponsor in exchange for Founder Shares	$	20,000
Offering costs paid directly through Note payable	$	124,826

The accompanying notes are an integral part of these financial statements.

F-6

NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Spring Valley Acquisition Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on August 20, 2020. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (a “Business Combination”).

The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of December 31, 2020, the Company had not commenced any operations. All activity for the period from August 20, 2020 (inception) through December 31, 2020 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering and will recognize changes in the fair value of warrant liability as other income (expense). The Company has selected December 31 as its fiscal year end.

The registration statement for the Company’s Initial Public Offering was declared effective on November 23, 2020. On November 27, 2020, the Company consummated the Initial Public Offering of 23,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”) which includes the full exercise by the underwriters of its over-allotment option in the amount of 3,000,000 Units, at $10.00 per Unit, generating gross proceeds of $230,000,000 which is described in Note 4.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 8,900,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to Spring Valley Acquisition Sponsor, LLC (the “Sponsor”), generating gross proceeds of $8,900,000, which is described in Note 5.

Offering costs consist of legal, accounting and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering and were charged to shareholders’ equity upon the completion of the Initial Public Offering in November 2020. Offering costs amounting to $12,528,579 (consisting of $3,800,000 in underwriting commissions, $8,050,000 of deferred underwriters’ fee and $678,579 of other offering costs) were incurred, of which $678,579 were allocated to warrants and expensed and $11,850,000 were allocated against the Class A shares.

Following the closing of the Initial Public Offering, an amount of $232,300,000 from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earliest of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Proposed Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The stock exchange listing rules require that the Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the assets held in the Trust Account (as defined below) (excluding the amount of any deferred underwriting commission and taxes payable on the income earned on the Trust Account). The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination.

F-7

The Company will provide the holders of the public shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their public shares upon the completion of the Business Combination, either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares, for an amount equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination, including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, subject to certain limitations as described in the Prospectus. The per-share amount to be distributed to the Public Shareholders who properly redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 7). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants.

The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 and, if the Company seeks shareholder approval, it receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the Company. If a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 6) and any Public Shares purchased during or after the Proposed Public Offering in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination.

Notwithstanding the foregoing, if the Company seeks shareholder approval of the Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” ​(as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares without the Company’s prior written consent.

The Sponsor has agreed (a) to waive its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest and other income earned on the Trust account and not previously released to pay taxes, divided by the number of then issued and outstanding Public Shares.

The Company will initially have until May 27, 2022 to consummate a Business Combination. However, if the Company anticipates that it may not be able to consummate a Business Combination by May 27, 2022, it may, by resolution of the board of directors if requested by the Sponsor, extend the initial period of time to consummate a Business Combination one time, by an additional 6 months, subject to the Sponsor, its affiliates or permitted designees purchasing additional Private Placement Warrants. The shareholders will not be entitled to vote or redeem their Public Shares in connection with any such extension. In order to extend the initial period of time to consummate a Business Combination for such six-month period, the Sponsor, its affiliates or permitted designees, must purchase an additional 2,300,000 Private Placement Warrants at $1.00 per warrant and deposit the $2,300,000 in proceeds into the Trust Account on or prior to

F-8

May 27, 2022. The Sponsor, its affiliates or permitted designees are not obligated to purchase additional Private Placement Warrants to extend the time for the Company to complete a Business Combination.

However, if the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned and not previously released to the Company to pay its taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish the rights of the Public Shareholders as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Public Shareholders and its Board of Directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period.

The Sponsor has agreed to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares it will receive if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or any of its respective affiliates acquire Public Shares, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 7) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period, and in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the per share value deposited into the Trust Account.

In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of  (1) $10.10 per Public Share and (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.10 per Public Share, due to reductions in the value of trust assets, in each case net of the interest that may be withdrawn to pay taxes. This liability will not apply to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and as to any claims under the Company’s indemnity of the underwriters of the Proposed Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

NOTE 2 — RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (as restated)

In connection with the change in presentation of Class A ordinary shares subject to possible redemption, the Company concluded it should restate its previously filed financial statements to classify all Class A ordinary shares subject to possible redemption in temporary equity. In accordance with the guidance on redeemable equity instruments in ASC Topic 480-10-S99, redemption provisions not solely within the control of the Company require ordinary shares subject to redemption to be classified outside of permanent equity. The Company had previously classified a portion of its Class A ordinary shares in permanent equity,

F-9

or total shareholders’ equity. Although the Company did not specify a maximum redemption threshold, its charter currently provides that, the Company will not redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001. Previously, the Company did not consider redeemable shares classified as temporary equity as part of net tangible assets. Effective with its financial statements for quarterly period ended September 30, 2021, the Company revised this interpretation to include temporary equity in net tangible assets. In addition, in connection with the change in presentation for the Class A ordinary shares subject to possible redemption, the Company determined it should restate its earnings per share calculation to allocate income and losses shared pro rata between the two classes of shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of shares share pro rata in the income and losses of the Company.

In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” the Company evaluated the corrections and has determined that the related impact was material to the previously filed financial statements that contained the error. Therefore, the Company, in consultation with its Audit Committee, concluded that the following financial statements should be restated: (i) audited balance sheet as of November 27, 2020 (the “Post IPO Balance Sheet”), as previously revised in the Company’s Annual Report on Form 10-K, as amended, for the fiscal year ended December 31, 2020, filed with the SEC on May 7, 2021 (“2020 Form 10-K/A No. 1”); (ii) audited financial statements included in the 2020 Form 10-K/A No. 1; (iii) unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021, filed with the SEC on May 21, 2021; and (iv) unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021, filed with the SEC on August 13, 2021 (collectively, the “Affected Periods”), should be restated to report all Public Shares as temporary equity and should no longer be relied upon. As such, the Company will restate its financial statements for the Affected Periods in this Form 10-K/A for the Post IPO Balance Sheet and the Company’s audited financial statements included in the 2020 Form 10-K/A No. 1. The unaudited condensed financial statements for the periods ended March 31, 2021 and June 30, 2021 will be amended in the Company’s Quarterly Report on Form 10-Q/A for the quarterly period ended September 30, 2021, to be filed with the SEC (the “Q3 Form 10-Q”).

The restatement does not have an impact on the Company’s cash position and cash held in the trust account established in connection with the IPO (the “Trust Account”).

The change in the carrying value of the redeemable Class A ordinary shares at December 31, 2020 resulted in a reclassification of approximately 4.4 million Class A ordinary shares from permanent equity to temporary equity. The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported balance sheet as of December 31, 2020:

As of December 31, 2020	As Previously Restated			Adjustment			As Restated
Total assets	​	$	234,445,409	​	$	—	​	$	234,445,409
Total liabilities	​	$	41,759,934	​	$	—	​	$	41,759,934
Class A ordinary shares subject to possible redemption	​	​	187,685,474	​	​	44,614,526	​	​	232,300,000
Preference shares	​	​	—	​	​	—	​	​	—
Class A ordinary shares	​	​	442	​	​	(442)	​	​	—
Class B ordinary shares	​	​	575	​	​	—	​	​	575
Additional paid-in capital	​	​	17,970,408	​	​	(17,970,408)	​	​	—
Accumulated deficit	​	​	(12,971,424)	​	​	(26,643,676)	​	​	(39,615,100)
Total shareholders’ equity (deficit)	​	$	5,000,001	​	$	(44,614,526)	​	$	(39,614,525)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Equity (Deficit)	​	$	234,445,409	​	$	—	​	$	234,445,409

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​	For the period from August 20, 2020 (inception) through December 31, 2020
​	As Previously Reported			Adjustment			As Restated
Supplemental Disclosure of Noncash Financing Activities:	​	​	​	​	​	​	​	​	​
Initial value of Class A ordinary shares subject to possible redemption	​	$	200,645,178	​	$	(200,645,178)	​	$	—
Change in value of Class A ordinary shares subject to possible redemption	​	$	(12,959,704)	​	$	12,959,704	​	$	—

The impact to the reported amounts of weighted average shares outstanding and basic and diluted earnings per share is presented below for the period from August 20, 2020 (inception) through December 31, 2020:

​	Earnings Per Share for Class A ordinary shares
	As Previously Reported			Adjustment			As Restated
For the period from August 20, 2020 (inception) through December 31, 2020	​	​	​	​	​	​	​	​	​
Net loss	​	$	(12,971,424)	​	$	—	​	$	(12,971,424)
Weighted average shares outstanding, basic and diluted	​	​	23,000,000	​	​	(16,947,368)	​	​	6,052,632
Basic and diluted loss per share	​	$	—	​	$	(1.15)	​	$	(1.15)

​	Earnings Per Share for Class B ordinary shares
	As Previously Reported			Adjustment			As Restated
For the period from August 20, 2020 (inception) through December 31, 2020	​	​	​	​	​	​	​	​	​
Net loss	​	$	(12,971,424)	​	$	—	​	$	(12,971,424)
Weighted average shares outstanding, basic	​	​	5,194,656	​	​	2,712	​	​	5,197,368
Basic and diluted loss per share	​	$	(3.80)	​	$	2.65	​	$	(1.15)

The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported balance sheet as of November 27, 2020:

As of November 27, 2020	As Previously Reported			Adjustment			As Restated
Total assets	​	$	235,022,982	​	$	—	​	$	235,022,982
Total liabilities	​	$	31,106,056	​	$	—	​	$	31,106,056
Class A ordinary shares subject to possible redemption	​	​	200,645,178	​	​	31,654,822	​	​	232,300,000
Preference shares	​	​	—	​	​	—	​	​	—
Class A ordinary shares	​	​	313	​	​	(313)	​	​	—
Class B ordinary shares	​	​	575	​	​	—	​	​	575
Additional paid-in capital	​	​	5,010,833	​	​	(5,010,833)	​	​	—
Accumulated deficit	​	​	(1,739,973)	​	​	(26,643,676)	​	​	(28,383,649)
Total shareholders’ equity (deficit)	​	$	3,271,748	​	$	(31,654,822)	​	$	(28,383,074)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Equity (Deficit)	​	$	235,022,982	​	$	—	​	$	235,022,982

Class A Ordinary Shares Subject to Possible Redemption

The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized

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to issue 500,000,000 shares of Class A ordinary shares with a par value of $0.0001 per share. Holders of the Company’s Class A ordinary shares are entitled to one vote for each share. As of the Initial Public Offering, there were 23,000,000 Class A ordinary shares outstanding, which were all subject to possible redemption and classified outside of permanent equity in the balance sheet.

The Class A ordinary shares subject to possible redemption reflected on the balance sheet is reconciled on the following table:

Gross proceeds	$	230,000,000
Less:	​	​
Fair value of Public Warrants at issuance	​	(12,650,000)
Offering costs allocated to Class A ordinary shares subject to possible redemption	​	(11,781,101)
Plus:	​	​
Accretion on Class A ordinary shares subject to possible redemption amount	​	26,668,101
Class A ordinary shares subject to possible redemption	$	232,300,000

Liquidity and Going Concern Considerations

As of December 31, 2020, we had $1,906,348 of cash held outside of the Trust Account, after payment of costs related to the Initial Public Offering, and available for working capital purposes.

In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements — Going Concern,” management has determined that the liquidity condition, mandatory liquidation date and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. If the Company is unable to complete a business combination by May 27, 2022 then the Company will cease all operations except for the purpose of liquidating. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after May 27, 2022.

NOTE 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying audited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and of the Securities and Exchange Commission (the “SEC”).

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private

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companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company, which has opted out of using the extended transition period, difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $1,659,434 in cash and cash equivalents as of December 31, 2020.

Class A Ordinary Shares Subject to Possible Redemption

The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of Initial Public Offering, the 23,000,000 shares of Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the Class A ordinary shares subject to possible redemption to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Immediately upon the closing of the Initial Public Offering, we recognized the accretion from initial book value to redemption amount. The change in the carrying value of redeemable shares of Class A ordinary shares resulted in charges against additional paid-in capital and accumulated deficit.

Derivative Warrant Liabilities

The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period.

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The Company issued 11,500,000 warrants as part of the units offered in its Initial Public Offering and, simultaneously with the closing of Initial Public Offering, the Company issued in a private placement an aggregate of 8,900,000 private placement warrants. The Company accounts for the Warrants in accordance with the guidance contained in ASC 815-40-15-7D and 7F under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjusts the warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. The fair value of the Public Warrants has been estimated using the Public Warrants’ quoted market price. The Private Placement Warrants are valued using a Modified Black Scholes Option Pricing Model.

Offering Costs

Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred and presented as non-operating expenses in the statement of operations. Offering costs associated with the Class A ordinary shares are charged against their carrying value upon the completion of the Initial Public Offering. Deferred underwriting commissions are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

Income Taxes

The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2020, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented.

Net Loss Per Ordinary Share

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per ordinary share is calculated by dividing the net income (loss) by the weighted average ordinary shares outstanding for the respective period.

The calculation of diluted net income (loss) per ordinary share does not consider the effect of the warrants issued in connection with the IPO and the Private Placement to purchase an aggregate of 20,400,000 shares of Class A ordinary shares in the calculation of diluted income (loss) per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the period from August 20, 2020 (inception) through December 31, 2020. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value.

The following table presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of ordinary shares:

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​	For the period from August 20, 2020 (inception) through December 31, 2020
​	Class A			Class B
Basic and diluted net loss per ordinary share:	​	​	​	​	​	​
Numerator:	​	​	​	​	​	​
Allocation of net loss	​	$	(6,978,778)	​	$	(5,992,646)
Denominator:	​	​	​	​	​	​
Basic and diluted weighted average ordinary shares outstanding	​	​	6,052,632	​	​	5,197,368
Basic and diluted net loss per ordinary share	​	$	(1.15)	​	$	(1.15)

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

Fair Value of Financial Instruments

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

Level 1:   Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2:   Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

Level 3:   Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

NOTE 4 — INITIAL PUBLIC OFFERING

Pursuant to the Initial Public Offering, the Company sold 23,000,000 Units, which includes a full exercise by the underwriters of their over-allotment option in the amount of 3,000,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one-half of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per whole share (see Note 8).

NOTE 5 — PRIVATE PLACEMENT

Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 8,900,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $8,900,000. Each Private Placement Warrant is exercisable to purchase one Class A ordinary

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share at a price of $11.50 per share, subject to adjustment (see Note 8). A portion of the proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless.

NOTE 6 — RELATED PARTY TRANSACTIONS

Founder Shares

On August 21, 2020, the Sponsor paid $25,000 to the Company in consideration for 7,187,500 Class B ordinary shares (the “Founder Shares”). In September 2020, the Sponsor transferred 40,000 Founder Shares to each of the Company’s directors (120,000 shares in total). On October 22, 2020, the Sponsor effected a surrender of 1,437,500 Founder Shares to the Company for no consideration, resulting in 5,750,000 Founder Shares outstanding. The Sponsor transferred all of the Founder Shares owned by the Sponsor to SV Acquisition Sponsor Sub, LLC, a Delaware limited liability company and wholly-owned subsidiary of the Sponsor (“Holdco”), prior to the closing of the Initial Public Offering. The Founder Shares included an aggregate of up to 750,000 shares that were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option was exercised, so that the number of Founder Shares would equal, on an as-converted basis, approximately 20% of the Company’s issued and outstanding ordinary shares after the Initial Public Offering. As a result of the underwriters’ election to fully exercise their over-allotment option, a total of 750,000 Founder Shares are no longer subject to forfeiture.

The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earliest of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Public Shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property.

Administrative Support Agreement

Commencing on November 23, 2020, the Company entered into an agreement to pay an affiliate of the Sponsor up to $10,000 per month for office space, secretarial and administrative services. Upon completion of a Business Combination or its liquidation, the Company will cease paying these monthly fees. As of December 31, 2020, no fees have been incurred related to the agreement.

Promissory Note — Related Party

On August 21, 2020, the Company issued an unsecured promissory note (the “Promissory Note”) to the Sponsor, pursuant to which the Company could borrow up to an aggregate principal amount of $300,000. The Promissory Note was non-interest bearing and payable on the earlier of (i) December 31, 2020 or (ii) the completion of the Initial Public Offering. The Company borrowed $124,826 through the IPO date and repaid the Note prior to December 31, 2020.

Related Party Loans

Loans from the Sponsor, members of Spring Valley’s founding team or any of their affiliates to finance transaction costs in connection with the Transactions (“Working Capital Loans”) are not permitted under the terms of the Merger Agreement (attached hereto as Annex A); provided, however, if (i) the Closing has not yet occurred on each of May 15, 2022 and August 15, 2022 and (ii) the Sponsor reasonably believes in good faith that Spring Valley has a need for additional working capital to fund its operations, then the Sponsor will have the right, but not the obligation, to purchase up to 250,000 Spring Valley Warrants, at the price of $1.00 per Spring Valley Warrant, on or after each of May 15, 2022 and August 15, 2022. Any such purchase may be made in one or more increments and may be made solely as and when needed to fund the

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working capital needs of the Sponsor. After the Closing, the Spring Valley Warrants will become exercisable for NuScale Corp Class A Common Stock. As of December 31, 2020, there were no Working Capital Loans outstanding.

NOTE 7 — COMMITMENTS AND CONTINGENCIES

Risks and Uncertainties

Management continues to evaluate the impact of the COVID-19 global pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, its results of operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Registration and Shareholders Rights

Pursuant to a registration and shareholders rights agreement entered into on November 23, 2020, the holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans) are entitled to registration rights. The holders of a majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to completion of a Business Combination. However, the registration and shareholder rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lockup period. The registration and shareholder rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The underwriter is entitled to a deferred fee of $0.35 per Unit, or $8,050,000 in the aggregate. The deferred fee will become payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. In addition, the underwriters reimbursed the Company an aggregate of $750,000 for costs incurred in connection with the Initial Public Offering.

Anchor Investments

Certain qualified institutional buyers or institutional accredited investors not affiliated with any member of the Company’s management (the “anchor investors”) purchased 1,980,000 Units each in the Initial Public Offering and the Company directed the underwriters to sell to the anchor investors such number of Units. Further, each of the anchor investors entered into a separate agreement with the Sponsor pursuant to which each such investor purchased membership interests in Holdco representing an indirect beneficial interest in up to 142,187 Founder Shares upon the closing of the Initial Public Offering for up to $494.56.

NOTE 8 — SHAREHOLDERS’ DEFICIT

Preference Shares — The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At December 31, 2020, there were no preference shares issued or outstanding.

Class A Ordinary Shares — The Company is authorized to issue 300,000,000 Class A ordinary shares, with a par value of $0.0001 per share. Holders of Class A ordinary shares are entitled to one vote for each

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share. At December 31, 2020, there were 23,000,000 Class A ordinary shares issued or outstanding, which were all subject to possible redemption and classified outside of permanent equity in the balance sheet.

Class B Ordinary Shares — The Company is authorized to issue 30,000,000 Class B ordinary shares, with a par value of $0.0001 per share. Holders of the Class B ordinary shares are entitled to one vote for each share. At December 31, 2020, there were 5,750,000 Class B ordinary shares issued and outstanding.

Holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of shareholders, except as required by law.

The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of a Business Combination or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of  (i) the total number of ordinary shares issued and outstanding upon completion of the Proposed Public Offering, plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of a Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in a Business Combination and any Private

Placement Warrants issued to the Sponsor, its affiliates or any member of the Company’s management team upon conversion of Working Capital Loans. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one.

NOTE 9 —  DERIVATIVE WARRANT LIABILITIES

Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of  (a) 30 days after the completion of a Business Combination and (b) one year from the closing of the Proposed Public Offering. The Public Warrants will expire five years from the completion of a Business Combination or earlier upon redemption or liquidation.

The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable and the Company will not be obligated to issue a Class A ordinary share upon exercise of a warrant unless the Class A ordinary share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants.

The Company has agreed that as soon as practicable, but in no event later than 20 business days, after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of a Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement; provided that if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but it will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and

F-18

during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but the Company will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00.   Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described with respect to the Private Placement Warrants):

•

in whole and not in part;

•

at a price of $0.01 per warrant;

•

upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and

•

if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders.

If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00.   Once the warrants become exercisable, the Company may redeem the outstanding warrants:

•

in whole and not in part;

•

at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined based on the redemption date and the fair market value of the Class A ordinary shares;

•

if, and only if, the closing price of the Class A ordinary shares equal or exceeds $10.00 per public share (as adjusted) for any 20 trading days within the 30-trading day period ending three trading days before the Company send the notice of redemption to the warrant holders; and

•

if the closing price of the Class A ordinary shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above.

If the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless.

In addition, if  (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds

F-19

from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of its Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.

The Private Placement Warrants will be identical to the Public Warrants underlying the Units being sold in the Proposed Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable, except as described above, so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

NOTE 10 — FAIR VALUE MEASUREMENTS

The Company classifies its U.S. Treasury and equivalent securities as held-to-maturity in accordance with ASC Topic 320 “Investments — Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying balance sheet and adjusted for the amortization or accretion of premiums or discounts.

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

​	Asset	Level		Fair Value
December 31, 2020	U.S. Treasury Securities Money Market Fund	​	1	​	232,301,973

The Warrants are accounted for as liabilities pursuant to ASC 815-40 and are measured at fair value as of each reporting period. Changes in the fair value of the Warrants are recorded in the statement of operations each period.

The following table presents our fair value hierarchy for liabilities measured at fair value on a recurring basis as of December 31, 2021:

​

Level 1

Level 2

Level 3

Total

Warrant liabilities:

​

​

​

​

​

​

​

​

​

​

​

​

Public Warrants

​

$

18,975,000

​

$

—

​

$

—

​

$

18,975,000

Private Placement Warrants

​

​

—

​

​

—

​

​

14,685,000

​

​

14,685,000

Total warrant liabilities

​

$

18,975,000

​

$

—

​

$

14,685,000

​

$

33,660,000

The Private Placement Warrants were valued using a Black Scholes Model, which is considered to be a Level 3 fair value measurement.

F-20

​	At issuance	As of December 31, 2020
Exercise price	$11.50	$11.50
IPO price	$10.00	$10.00
Implied share price range (or underlying asset price at December 31, 2020)	$9.35 – $9.66	$10.12
Volatility	14% – 23%	21%
Term	5.75	5.70
Risk-free rate	0.46%	0.46%
Dividend yield	0.0%	0.0%

The following table presents the changes in the fair value of warrant liabilities:

​	Private Placement			Public			Warrant Liabilities
Initial measurement on November 27, 2020	​	$	9,879,000	​	$	12,650,000	​	$	22,529,000
Change in valuation inputs or other assumptions(1)	​	​	4,806,000	​	​	6,325,000	​	​	11,131,000
Fair value as of December 31, 2020	​	$	14,685,000	​	$	18,975,000	​	$	33,660,000

(1)

Due to the use of quoted prices in an active market (Level 1) to measure the fair value of the Public Warrants, subsequent to initial measurement, the Company had transfers out of Level 3 totaling $6,325,000 during the period from November 27, 2020 through December 31, 2020.

The non-cash loss on revaluation of the Private Placement Warrants is included in recognized loss on change in fair value of warrant liabilities on the statement of operations.

NOTE 11 —  SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Except as described below and the restatement discussed in Note 2 of these financial statements, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

On March 25, 2021 the Company entered into an agreement and plan of merger (the “Merger Agreement”), by and among the company, Spring Valley Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of the company (“Merger Sub”), and Dream Holdings, Inc., a Delaware public benefit corporation (“Dream Holdings”), relating to a proposed business combination with AeroFarms. Pursuant to the Merger Agreement, among other things, Dream Holdings will merge with and into Merger Sub (the “Merger,” together with the other transactions related thereto, the “Proposed Transactions”), with Dream Holdings surviving the Merger as a subsidiary of the company. On October 14, 2021, the Company, Merger Sub and Dream Holdings entered into a Termination Agreement (the “Termination Agreement”), effective as of such date, pursuant to which the parties agreed to mutually terminate the Merger Agreement. The termination of the Merger Agreement is effective as of October 14, 2021.

Proposed Business Combination

On December 13, 2021, the Company, Spring Valley Merger Sub, LLC, an Oregon limited liability company (“Merger Sub”), and NuScale Power, LLC, an Oregon limited liability company (the “NuScale”), entered into an agreement and plan of merger (the “Merger Agreement”), pursuant to which, subject to obtaining the Acquiror Stockholder Approvals (as defined in the Merger Agreement), (i) Spring Valley shall domesticate as a corporation in the State of Delaware (the “Redomicile”) and (ii) Merger Sub will be merged with and into NuScale (the “Merger,” together with the other transactions related thereto, the “Proposed Transactions”), with NuScale being the surviving entity following the Merger (the “Surviving Company”). Following the Merger, Spring Valley will be renamed NuScale Power Corporation and is expected to trade on The Nasdaq Stock Market LLC under the ticker “SMR”. After the closing of the Merger

F-21

(such closing, the “Closing” and such date, the “Closing Date”), NuScale, as the Surviving Company, will continue to be held as a wholly controlled subsidiary of NuScale Power Corporation in a customary “Up-C” holding structure.

Refer to the Form 8-K, as filed with the Securities and Exchange Commission on December 14, 2021 for additional information.

F-22

SPRING VALLEY ACQUISITION CORP.

FORM 10-Q/A FOR THE QUARTER ENDED SEPTEMBER 30, 2021
TABLE OF CONTENTS

​	Page
PART 1 — FINANCIAL INFORMATION	​	​
Item 1. Condensed Balance Sheets	​	F-24
Condensed Statements of Operations (unaudited)	​	F-25
Condensed Statements of Changes in Shareholders’ Equity (Deficit) (unaudited)	​	F-26
Condensed Statements of Cash Flows (unaudited)	​	F-28
Notes to Unaudited Condensed Financial Statements	​	F-29
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	​	​
Item 3. Quantitative and Qualitative Disclosures about Market Risk	​	​
Item 4. Control and Procedures	​	​
PART II — OTHER INFORMATION	​	​
Item 1. Legal Proceedings	​	​
Item 1A. Risk Factors	​	​
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	​	​
Item 3. Defaults Upon Senior Securities	​	​
Item 4. Mine Safety Disclosures	​	​
Item 5. Other Information	​	​
Item 6. Exhibits	​	​
SIGNATURES	​	​

F-23

PART I — FINANCIAL INFORMATION

Item 1.   Interim Condensed Financial Statements

SPRING VALLEY ACQUISITION CORP.

CONDENSED BALANCE SHEETS

​	September 30, 2021			December 31, 2020
	(Unaudited)			​	​	​
ASSETS	​	​	​	​	​	​
Cash	​	$	1,190,307	​	$	1,906,348
Prepaid expenses	​	​	108,370	​	​	237,088
Total current assets	​	​	1,298,677	​	​	2,143,436
Investments held in trust account	​	​	—	​	​	232,301,973
Investments held in brokerage account	​	​	232,316,486	​	​	—
Total assets	​	$	233,615,163	​	$	234,445,409
LIABILITIES AND SHAREHOLDERS’ DEFICIT	​	​	​	​	​	​
Current liabilities:	​	​	​	​	​	​
Accounts payable	​	$	345,062	​	$	—
Accrued expenses	​	​	10,550	​	​	49,934
Total current liabilities	​	​	355,612	​	​	49,934
Deferred underwriting fees payable	​	​	8,050,000	​	​	8,050,000
Derivative warrant liabilities	​	​	30,174,000	​	​	33,660,000
Total liabilities	​	​	38,579,612	​	​	41,759,934
Commitments and Contingencies (Note 7)	​	​	​	​	​	​
Class A ordinary shares subject to possible redemption, 23,000,000 shares at $10.10 redemption value as of September 30, 2021 and December 31, 2020	​	​	232,300,000	​	​	232,300,000
Shareholders’ Deficit	​	​	​	​	​	​
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding	​	​	—	​	​	—
Class A ordinary shares, $0.0001 par value; 300,000,000 shares authorized; no non-redeemable shares issued or outstanding as of September 30, 2021 and December 31, 2020	​	​	—	​	​	—
Class B ordinary shares, $0.0001 par value; 30,000,000 shares authorized; 5,750,000 shares issued and outstanding as of September 30, 2021 and December 30, 2020	​	​	575	​	​	575
Additional paid-in capital	​	​	—	​	​	—
Accumulated deficit	​	​	(37,265,024)	​	​	(39,615,100)
Total shareholders’ deficit	​	​	(37,264,449)	​	​	(39,614,525)
Total Liabilities and Shareholders’ Deficit	​	$	233,615,163	​	$	234,445,409

The accompanying notes are an integral part of these unaudited condensed financial statements.

F-24

SPRING VALLEY ACQUISITION CORP.

CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)

​	Three Months Ended September 30, 2021			Nine Months Ended September 30, 2021			August 20, 2020 (inception) through September 30, 2020
Formation and operating costs	​	$	441,400	​	$	1,125,437	​	$	7,221
Loss from operations	​	​	(441,400)	​	​	(1,125,437)	​	​	(7,221)
Gain on investments, dividends and interest, held in Trust Account	​	​	2,992	​	​	14,513	​	​	—
Change in fair value of derivative liabilities	​	​	(1,488,000)	​	​	3,486,000	​	​	—
Net Income (Loss)	​	$	(1,926,408)	​	$	2,375,076	​	$	(7,221)
Weighted average shares outstanding of Class A ordinary shares	​	​	23,000,000	​	​	23,000,000	​	​	—
Basic and diluted net income (loss) per ordinary share, Class A	​	$	(0.07)	​	$	0.08	​	$	—
Weighted average shares outstanding of Class B ordinary shares	​	​	5,750,000	​	​	5,750,000	​	​	5,750,000
Basic and diluted net income (loss) per ordinary share, Class B	​	$	(0.07)	​	$	0.08	​	$	(0.00)

The accompanying notes are an integral part of these unaudited condensed financial statements.

F-25

SPRING VALLEY ACQUISITION CORP.

CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS’ DEFICIT
For the three and nine months ended September 30, 2021 (Unaudited)

​	Ordinary Shares					Additional Paid-In Capital			Accumulated Deficit			Total Shareholders’ Deficit
	Class B
	Shares		Amount
Balance as of January 1, 2021	​	5,750,000	​	$	575	​	$	—	​	$	(39,615,100)	​	$	(39,614,525)
Accretion of Class A Ordinary Shares to redemption value	​	—	​	​	—	​	​	—	​	​	(25,000)	​	​	(25,000)
Net income	​	—	​	​	—	​	​	—	​	​	8,734,669	​	​	8,734,669
Balance as of March 31, 2021, as restated (unaudited)	​	5,750,000	​	$	575	​	$	—	​	$	(30,905,431)	​	$	(30,904,856)
Net loss	​	—	​	​	—	​	​	—	​	​	(4,433,185)	​	​	(4,433,185)
Balance as of June 30, 2021, as restated (unaudited)	​	5,750,000	​	$	575	​	$	—	​	$	(35,338,616)	​	$	(35,338,041)
Net loss	​	—	​	​	—	​	​	—	​	​	(1,926,408)	​	​	(1,926,408)
Balance as of September 30, 2021 (unaudited)	​	5,750,000	​	$	575	​	$	—	​	$	(37,265,024)	​	$	(37,264,449)

The accompanying notes are an integral part of these unaudited condensed financial statements.

F-26

SPRING VALLEY ACQUISITION CORP.

CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY
FOR THE PERIOD FROM AUGUST 20, 2020 (INCEPTION) THROUGH SEPTEMBER 30, 2020

​	Ordinary Shares					Additional Paid-In Capital			Accumulated Deficit			Shareholders’ Equity
	Class B
	Shares		Amount
Balance as of August 20, 2020 (inception)	​	—	​	$	—	​	$	—	​	$	—	​	$	—
Issuance of ordinary shares to Sponsor	​	5,750,000	​	​	575	​	​	24,425	​	​	—	​	​	25,000
Net loss	​	—	​	​	—	​	​	—	​	​	(7,221)	​	​	(7,221)
Balance as of September 30, 2020 (unaudited)	​	5,750,000	​	$	575	​	$	24,425	​	$	(7,221)	​	$	17,779

The accompanying notes are an integral part of these unaudited condensed financial statements.

F-27

SPRING VALLEY ACQUISITION CORP.

CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)

​	Nine Months Ended September 30, 2021			For the Period from August 20, 2020 (Inception) to September 30, 2020
Cash Flows from Operating Activities:	​	​	​	​	​	​
Net income (loss)	​	$	2,375,076	​	$	(7,221)
Adjustments to reconcile net income (loss) to net cash used in operating activities:	​	​	​	​	​	​
Change in fair value of derivative liabilities	​	​	(3,486,000)	​	​	—
Gain on marketable securities (net), dividends and interest, held in Trust Account	​	​	(14,513)	​	​	—
Formation and operating cost paid through the issuance of ordinary shares to Sponsor	​	​	—	​	​	5,000
Changes in operating assets and liabilities:	​	​	​	​	​	​
Prepaid expenses and other assets	​	​	128,719	​	​	(4,442)
Accounts payable and accrued expenses	​	​	305,677	​	​	—
Net cash used in operating activities	​	​	(691,041)	​	​	(6,663)
Cash Flows from Financing Activities:	​	​	​	​	​	​
Advances from related party	​	​	—	​	​	6,663
Offering costs paid	​	​	(25,000)	​	​	—
Net cash provided by financing activities	​	​	(25,000)	​	​	6,663
Net decrease in cash	​	​	(716,041)	​	​	—
Cash – beginning of period	​		1,906,348	​		—
Cash – end of period	​	$	1,190,307	​	$	—
Supplemental disclosure of noncash investing and financing activities:	​	​	​	​	​	​
Deferred offering costs included in accrued expenses	​	$	—	​	$	59,559
Deferred offering costs paid through promissory note – related party	​	$	—	​	$	113,163
Deferred offering costs paid through the issuance of ordinary shares to Sponsor	​	$	—	​	$	20,000

The accompanying notes are an integral part of these unaudited condensed financial statements.

F-28

SPRING VALLEY ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2021
(Unaudited)

Note 1 — Description Of Organization And Business Operations

Spring Valley Acquisition Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on August 20, 2020. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses or entities (a “Business Combination”).

The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of September 30, 2021, the Company had not commenced any operations. All activity through September 30, 2021 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, searching for a business combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering.

The registration statement for the Company’s Initial Public Offering was declared effective on November 23, 2020. On November 27, 2020, the Company consummated the Initial Public Offering of 23,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”) which includes the full exercise by the underwriters of its over-allotment option in the amount of 3,000,000 Units, at $10.00 per Unit, generating gross proceeds of $230,000,000 which is described in Note 4.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 8,900,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to Spring Valley Acquisition Sponsor, LLC (the “Sponsor”), generating gross proceeds of $8,900,000, which is described in Note 5.

Offering costs consist of legal, accounting, and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering and were charged to shareholders’ equity upon the completion of the Initial Public Offering in November 2020. Offering costs amounting to $12,528,579 (consisting of $3,800,000 in underwriting commissions, $8,050,000 of deferred underwriters’ fee and $678,579 of other offering costs) were incurred, of which $678,579 were allocated to warrants and expensed and $11,850,000 were allocated against the Class A shares.

Following the closing of the Initial Public Offering, an amount of $232,300,000 from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earliest of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below.

On March 25, 2021 the Company entered into an agreement and plan of merger (the “Merger Agreement”), by and among the Company, Spring Valley Merger Sub, Inc., a Delaware corporation, and wholly owned subsidiary of the Company, and Dream Holdings, Inc., a Delaware public benefit corporation (“Dream Holdings”), relating to a proposed business combination with AeroFarms (the “Merger”). On October 14, 2021, the Company and Dream Holdings terminated the Merger Agreement in a mutual decision

F-29

not to pursue the Merger. The Company plans to withdraw the registration statement on Form S-4 initially filed with the U.S. Securities and Exchange Commission on May 10, 2021.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The stock exchange listing rules require that the Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the assets held in the Trust Account (as defined below) (excluding the amount of any deferred underwriting commission and taxes payable on the income earned on the Trust Account). The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination.

The Company will provide the holders of the public shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their public shares upon the completion of the Business Combination, either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares, for an amount equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination, including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, subject to certain limitations as described in the prospectus. The per-share amount to be distributed to the Public Shareholders who properly redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 7). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants.

The Company will proceed with a Business Combination only if the Company seeks shareholder approval, it receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the Company. If a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 6) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination.

Notwithstanding the foregoing, if the Company seeks shareholder approval of the Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” ​(as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares without the Company’s prior written consent.

The Sponsor has agreed (a) to waive its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares upon approval

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of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest and other income earned on the Trust account and not previously released to pay taxes, divided by the number of then issued and outstanding Public Shares.

The Company will initially have until May 27, 2022 to consummate a Business Combination. However, if the Company anticipates that it may not be able to consummate a Business Combination by May 27, 2022, it may, by resolution of the board of directors if requested by the Sponsor, extend the initial period of time to consummate a Business Combination one time, by an additional 6 months, subject to the Sponsor, its affiliates or permitted designees purchasing additional Private Placement Warrants. The shareholders will not be entitled to vote or redeem their Public Shares in connection with any such extension. In order to extend the initial period of time to consummate a Business Combination for such six-month period, the Sponsor, its affiliates or permitted designees, must purchase an additional 2,300,000 Private Placement Warrants at $1.00 per warrant and deposit the $2,300,000 in proceeds into the Trust Account on or prior to May 27, 2022. The Sponsor, its affiliates or permitted designees are not obligated to purchase additional Private Placement Warrants to extend the time for the Company to complete a Business Combination.

However, if the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned and not previously released to the Company to pay its taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish the rights of the Public Shareholders as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Public Shareholders and its Board of Directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period.

The Sponsor has agreed to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares it will receive if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or any of its respective affiliates acquire Public Shares, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 7) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period, and in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the per share value deposited into the Trust Account.

In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of  (1) $10.10 per Public Share and (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.10 per Public Share, due to reductions in the value of trust assets, in each case net of the interest that may be withdrawn to pay taxes. This liability will not apply to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all

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vendors, service providers (other than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Note 2 — Restatement of Previously Issued Financial Statement

The Company concluded it should restate its previously issued financial statements to classify all Class A ordinary shares subject to possible redemption in temporary equity. In accordance with guidance on redeemable equity instruments in ASC Topic 480-10-S99, redemption provisions not solely within the control of the Company, require ordinary shares subject to redemption to be classified outside of permanent equity. The Company had previously classified a portion of its Class A ordinary shares in permanent equity. Although the Company did not specify a maximum redemption threshold, its charter currently provides that the Company will not redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. Previously, the Company did not consider redeemable shares classified as temporary equity as part of net tangible assets. Effective with these condensed financial statements, the Company revised this interpretation to include temporary equity in net tangible assets. In connection with the change in presentation for the Class A ordinary shares subject to possible redemption, the Company has revised its earnings per share calculation to allocate income and losses shared pro rata between the two classes of shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of shares participate pro rata in the income and losses of the Company.

In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” the Company evaluated the corrections and has determined that the related impact was material to the previously filed financial statements that contained the error, reported in the Company’s Form 10-Qs for the quarterly periods ended March 31, 2021, and June 30, 2021 (the “Affected Quarterly Periods”). Therefore, the Company, in consultation with its Audit Committee, concluded that the Affected Quarterly Periods should be restated to present all Class A ordinary shares subject to possible redemption as temporary equity and to recognize accretion from the initial book value to redemption value at the time of its Initial Public Offering. As such, the Company is reporting these restatements to those periods in this quarterly report.

The impact of the restatement on the financial statements for the Affected Quarterly Periods is presented below.

The change in the carrying value of the redeemable Class A ordinary shares at March 31, 2021 resulted in a reclassification of approximately 3.6 million Class A ordinary shares from permanent equity to temporary equity. The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported balance sheet as of March 31, 2021.

As of March 31, 2021 (unaudited)	As Previously Reported			Adjustment			As Restated
Total assets	​	$	234,164,226	​	$	—	​	$	234,164,226
Total liabilities	​	$	32,769,082	​	$	—	​	$	32,769,082
Class A ordinary shares subject to possible redemption	​	​	196,395,143	​	​	35,904,857	​	​	232,300,000
Preference shares	​	​	—	​	​	—	​	​	—
Class A ordinary shares	​	​	355	​	​	(355)	​	​	—
Class B ordinary shares	​	​	575	​	​	—	​	​	575
Additional paid-in-capital	​	​	9,235,826	​	​	(9,235,826)	​	​	—
Accumulated deficit	​	​	(4,236,755)	​	​	(26,668,676)	​	​	(30,905,431)
Total shareholders’ equity (deficit)	​	$	5,000,001	​	$	(35,904,857)	​	$	(30,304,856)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Equity (Deficit)	​	$	234,164,226	​	$	—	​	$	234,164,226

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The Company’s statement of shareholders’ equity has been restated to reflect the changes to the impacted shareholders’ equity accounts described above.

The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported statement of cash flows for the three months ended March 31, 2021.

For the three months ended March 31, 2021 (unaudited)	As Previously Reported			Adjustment			As Restated
Supplemental Disclosure of Noncash Financing Activities:	​	​	​	​	​	​	​	​	​
Change in value of Class A ordinary shares subject to possible redemption	​	$	(8,734,582)	​	$	8,734,582	​	$	—

The change in the carrying value of the redeemable Class A ordinary shares at June 30, 2021 resulted in a reclassification of approximately 4.0 million Class A ordinary shares from permanent equity to temporary equity. The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported balance sheet as of June 30, 2021.

As of June 30, 2021 (unaudited)	As Previously Reported			Adjustment			As Restated
Total assets	​	$	233,801,679	​	​	​	​	$	233,801,679
Total liabilities	​	$	36,839,721	​	​	​	​	$	36,839,721
Class A ordinary shares subject to possible redemption	​	​	196,961,950	​	​	40,338,050	​	​	232,300,000
Preference shares	​	​	—	​	​	—	​	​	—
Class A ordinary shares	​	​	399	​	​	(399)	​	​	—
Class B ordinary shares	​	​	575	​	​	—	​	​	575
Additional paid-in-capital	​	​	13,668,974	​	​	(13,668,974)	​	​	—
Accumulated deficit	​	​	(8,669,940)	​	​	(26,668,677)	​	​	(35,338,617)
Total shareholders’ equity (deficit)	​	$	5,000,008	​	$	(40,338,050)	​	$	(35,338,042)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Equity (Deficit)	​	$	233,801,679	​	$	—	​	$	233,801,679

The Company’s statement of shareholders’ equity has been restated to reflect the changes to the impacted shareholders’ equity accounts described above.

The table below presents the effect of the financial statement adjustments related to the restatement discussed above of the Company’s previously reported statement of cash flows for the six months ended June 30, 2021.

For the six months ended June 30, 2021 (unaudited)	As Previously Reported			Adjustment			As Restated
Supplemental Disclosure of Noncash Financing Activities:	​	​	​	​	​	​	​	​	​
Change in value of Class A ordinary shares subject to possible redemption	​	$	4,276,476	​	$	(4,276,476)	​	$	—

The impact to the reported amounts of weighted average shares outstanding and basic and diluted earnings per share is presented below for the Affected Quarterly Periods.

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Earnings Per Share for Class A ordinary shares	As Previously Reported			Adjustment			As Restated
For the three months ended March 31, 2021 (unaudited)	​	​	​	​	​	​	​	​	​
Net income	​	$	8,734,669	​	$	—	​	$	8,734,669
Weighted average shares outstanding – basic and diluted	​	​	23,000,000	​	​	—	​	​	232,300,000
Basic and diluted earnings per share	​	$	—	​	$	0.30	​	$	0.300
For the three months ended June 30, 2021 (unaudited)	​	​	​	​	​	​	​	​	​
Net loss	​	$	(4,433,185)	​	$	—	​	$	(4,433,185)
Weighted average shares outstanding – basic and diluted	​	​	23,000,000	​	​	—	​	​	23,000,000
Basic and diluted earnings per share	​	$	—	​	$	(0.15)	​	$	(0.15)
For the six months ended June 30, 2021 (unaudited)	​	​	​	​	​	​	​	​	​
Net income	​	$	4,301,484	​	$	—	​	$	4,301,484
Weighted average shares outstanding – basic and diluted	​	​	23,000,000	​	​	—	​	​	23,000,000
Basic and diluted earnings per share	​	$	—	​	$	0.15	​	$	0.15

Earnings Per Share for Class B ordinary shares	As Previously Reported			Adjustment			As Restated
For the three months ended March 31, 2021 (unaudited)	​	​	​	​	​	​	​	​	​
Net income	​	$	8,734,669	​	$	—	​	$	8,734,669
Weighted average shares outstanding – basic and diluted	​	​	5,750,000	​	​	—	​	​	5,750,000
Basic and diluted earnings per share	​	$	1.52	​	$	(1.22)	​	$	0.30
For the three months ended June 30, 2021 (unaudited)	​	​	​	​	​	​	​	​	​
Net loss	​	$	(4,433,185)	​	$	—	​	$	(4,433,185)
Weighted average shares outstanding – basic and diluted	​	​	5,750,000	​	​	—	​	​	5,750,000
Basic and diluted earnings per share	​	$	(0.77)	​	$	0.62	​	$	(0.15)
For the six months ended June 30, 2021 (unaudited)	​	​	​	​	​	​	​	​	​
Net income	​	$	4,301,484	​	$	—	​	$	4,301,484
Weighted average shares outstanding – basic and diluted	​	​	5,750,000	​	​	—	​	​	5,750,000
Basic and diluted earnings per share	​	$	0.75	​	$	(0.60)	​	$	0.15

Note 3 — Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and of the Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K/A for the period ended December 31, 2020 as filed with the SEC on May 7, 2021, which contains the audited financial statements and notes thereto. The condensed financial information as of December 31, 2020 is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K/A for the period ended December 31, 2020. The interim results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021.

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Going Concern

In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until May 27, 2022, to consummate the proposed Business Combination. It is uncertain that the Company will be able to consummate the proposed Business Combination by this time. Additionally, the Company may not have sufficient liquidity to fund the working capital needs of the Company through one year from the issuance of these financial statements. If a business combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the liquidity condition and mandatory liquidation, should a business combination not occur, and potential subsequent dissolution, raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after May 27, 2022. The Company intends to complete the proposed Business Combination before the mandatory liquidation date. However, there can be no assurance that the Company will be able to consummate any business combination by May 27, 2022.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company, which has opted out of using the extended transition period, difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of the condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates.

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Cash and cash equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have cash and cash equivalents as of September 30, 2021 and December 31, 2020, respectively.

Derivative Warrant Liability

The Company accounts for the Warrants in accordance with the guidance contained in ASC 815, “Derivatives and Hedging”, under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjusts the warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. The fair value of the Public Warrants has been estimated using the Public Warrants’ quoted market price. The Private Placement Warrants are valued using a Modified Black Scholes Option Pricing Model. See Note 9 for further discussion of the pertinent terms of the Warrants and Note 10 for further discussion of the methodology used to determine the value of the Warrants.

Class A Shares Subject to Possible Redemption

The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at September 30, 2021 and December 31, 2020, 23,000,000 Class A ordinary shares subject to possible redemption are presented as temporary equity outside of the shareholders’ equity section of the Company’s condensed balance sheets.

Offering Costs

Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred and presented as non-operating expenses in the statement of operations. Offering costs associated with the Class A ordinary shares are charged against their carrying value upon the completion of the Initial Public Offering. Deferred underwriting commissions are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

Income Taxes

The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of September 30, 2021, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals, or material deviation from its position.

The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period

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presented. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

Net Income (Loss) Per Ordinary Share

Net loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares issued and outstanding during the period. The Company has not considered the effect of warrants sold in the Initial Public Offering and private placement to purchase Class A ordinary share in the calculation of diluted income (loss) per share, since the exercise of the warrants are contingent upon the occurrence of future events.

The Company’s statement of operations includes a presentation of income (loss) per share for shares of ordinary shares subject to possible redemption in a manner similar to the two-class method of income (loss) per share. As of September 30, 2021, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented.

A reconciliation of net loss per ordinary share is as follows:

​	For the Three Months Ended September 30, 2021			For the Nine Months Ended September 30, 2021
Redeemable Class A Ordinary Shares	​	​	​	​	​	​
Numerator:	​	​	​	​	​	​
Allocation of net loss	​	$	(1,541,126)	​	$	1,900,061
Denominator:	​	​	​	​	​	​
Weighted average shares outstanding, basic and diluted	​	​	23,000,000	​	​	23,000,000
Basic and diluted net loss per share	​	$	(0.07)	​	$	0.08
Non-Redeemable Class B Ordinary Shares	​	​	​	​	​	​
Numerator: Net Loss minus Redeemable Net Earnings	​	​	​	​	​	​
Net (Loss) Income attributable to Non-Redeemable Class B Ordinary Shares	​	$	(385,282)	​	$	475,015
Denominator: Weighted Average Non-Redeemable Class B Ordinary Shares	​	​	​	​	​	​
Basic and diluted weighted average shares outstanding, Non-Redeemable Class B	​	​	5,750,000	​	​	5,750,000
Basic and diluted net loss per share, Non-Redeemable Class B	​	$	(0.07)	​	$	0.08

Note: As of September 30, 2021, basic and diluted shares are the same as there are no non-redeemable securities that are dilutive to the Company’s shareholders.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation coverage limits of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the Company’s balance sheet, primarily due to their short-term nature.

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in

F-37

connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

Level 1:

Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2:

Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

Level 3:

Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Note 4 — Initial Public Offering

Pursuant to the Initial Public Offering, the Company sold 23,000,000 Units, which includes a full exercise by the underwriters of their over-allotment option in the amount of 3,000,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one-half of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per whole share (see Note 8).

Note 5 — Private Placement

Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 8,900,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, for an aggregate purchase price of $8,900,000. Each Private Placement Warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 8). A portion of the proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless.

Note 6 — Related Party Transactions

Founder Shares

On August 21, 2020, the Sponsor paid $25,000 to the Company in consideration for 7,187,500 Class B ordinary shares (the “Founder Shares”). In September 2020, the Sponsor transferred 40,000 Founder Shares to each of the Company’s directors (120,000 shares in total). On October 22, 2020, the Sponsor effected a surrender of 1,437,500 Founder Shares to the Company for no consideration, resulting in 5,750,000 Founder Shares outstanding. The Sponsor transferred all of the Founder Shares owned by the Sponsor to SV Acquisition Sponsor Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of the Sponsor (“Holdco”), prior to the closing of the Initial Public Offering. The Founder Shares included an aggregate of up to 750,000 shares that were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option was exercised, so that the number of Founder Shares would equal, on an as-converted basis, approximately 20% of the Company’s issued and outstanding ordinary shares after the Initial Public Offering. As a result of the underwriters’ election to fully exercise their over-allotment

F-38

option, a total of 750,000 Founder Shares are no longer subject to forfeiture. On February 24, 2021, the Company paid $25,000 as reimbursement for the original share purchase.

The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earliest of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Public Shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property.

Administrative Support Agreement

Commencing on November 23, 2020, the Company entered into an agreement to pay an affiliate of the Sponsor up to $10,000 per month for office space, secretarial and administrative services. Upon completion of a Business Combination or its liquidation, the Company will cease paying these monthly fees. For the three and nine months ended September 30, 2021, $30,000 and $90,000 has been expensed related to the agreement.

Promissory Note — Related Party

On August 21, 2020, the Company issued an unsecured promissory note (the “Promissory Note”) to the Sponsor, pursuant to which the Company could borrow up to an aggregate principal amount of $300,000. The Promissory Note was non-interest bearing and payable on the earlier of (i) December 31, 2020 or (ii) the completion of the Initial Public Offering. As of September 30, 2021 and December 31, 2020, there is no outstanding amounts under the Promissory Note, and no further borrowings are permitted.

Related Party Loans

Loans from the Sponsor, members of Spring Valley’s founding team or any of their affiliates to finance transaction costs in connection with the Transactions (“Working Capital Loans”) are not permitted under the terms of the Merger Agreement (attached hereto as Annex A); provided, however, if (i) the Closing has not yet occurred on each of May 15, 2022 and August 15, 2022 and (ii) the Sponsor reasonably believes in good faith that Spring Valley has a need for additional working capital to fund its operations, then the Sponsor will have the right, but not the obligation, to purchase up to 250,000 Spring Valley Warrants, at the price of $1.00 per Spring Valley Warrant, on or after each of May 15, 2022 and August 15, 2022. Any such purchase may be made in one or more increments and may be made solely as and when needed to fund the working capital needs of the Sponsor. After the Closing, the Spring Valley Warrants will become exercisable for NuScale Corp Class A Common Stock. As of September 30, 2021 and December 31, 2020, there were no Working Capital Loans outstanding.

Note 7 — Commitments And Contingencies

Risks and Uncertainties

Management continues to evaluate the impact of the COVID-19 global pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, its results of operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Registration and Shareholders Rights

Pursuant to a registration and shareholders rights agreement entered into on November 23, 2020, the holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans)

F-39

will be entitled to registration rights. The holders of a majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to completion of a Business Combination. However, the registration and shareholder rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lockup period. The registration and shareholder rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The underwriter is entitled to a deferred fee of $0.35 per Unit, or $8,050,000 in the aggregate. The deferred fee will become payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. In addition, the underwriters reimbursed the Company an aggregate of $750,000 for costs incurred in connection with the Initial Public Offering.

Anchor Investments

Certain qualified institutional buyers or institutional accredited investors not affiliated with any member of the Company’s management (the “anchor investors”) purchased 1,980,000 Units each in the Initial Public Offering and the Company directed the underwriters to sell to the anchor investors such number of Units. Further, each of the anchor investors entered into a separate agreement with the Sponsor pursuant to which each such investor purchased membership interests in Holdco representing an indirect beneficial interest in up to 142,187 Founder Shares upon the closing of the Initial Public Offering for $494.56.

Note 8 — Shareholders’ Equity

Preference Shares  —  The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At September 30, 2021 and December 31, 2020, there were no preference shares issued or outstanding.

Class A Ordinary Shares  —  The Company is authorized to issue 300,000,000 Class A ordinary shares, with a par value of $0.0001 per share. Holders of Class A ordinary shares are entitled to one vote for each share. At September 30, 2021 and December 31, 2020, there were no Class A ordinary shares issued and outstanding, excluding 23,000,000 of Class A ordinary shares subject to redemption.

Class B Ordinary Shares  —  The Company is authorized to issue 30,000,000 Class B ordinary shares, with a par value of $0.0001 per share. Holders of the Class B ordinary shares are entitled to one vote for each share. At September 30, 2021 and December 31, 2020, there were 5,750,000 Class B ordinary shares issued and outstanding.

Holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of shareholders, except as required by law.

The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of a Business Combination or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of  (i) the total number of ordinary shares issued and outstanding upon completion of the Initial Public Offering, plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of a Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in a Business Combination and any Private Placement Warrants issued to the Sponsor, its affiliates or any member of the Company’s

F-40

management team upon conversion of Working Capital Loans. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one.

Note 9 — Derivative Warrant Liability

Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) one year from the closing of the Initial Public Offering. The Public Warrants will expire five years from the completion of a Business Combination or earlier upon redemption or liquidation.

The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable, and the Company will not be obligated to issue a Class A ordinary share upon exercise of a warrant unless the Class A ordinary share issuable upon such warrant exercise has been registered, qualified, or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants.

The Company has agreed that as soon as practicable, but in no event later than 20 business days, after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of a Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement; provided that if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but it will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but the Company will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00.   Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described with respect to the Private Placement Warrants):

•

in whole and not in part;

•

at a price of $0.01 per warrant;

•

upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and

•

if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders.

If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

F-41

Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00.   Once the warrants become exercisable, the Company may redeem the outstanding warrants:

•

in whole and not in part;

•

at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined based on the redemption date and the fair market value of the Class A ordinary shares;

•

if, and only if, the closing price of the Class A ordinary shares equal or exceeds $10.00 per public share (as adjusted) for any 20 trading days within the 30-trading day period ending three trading days before the Company send the notice of redemption to the warrant holders; and

•

if the closing price of the Class A ordinary shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above.

If the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger, or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless.

In addition, if  (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of its Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.

The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable, or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable, except as described above, so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

F-42

Note 10 — Fair Value Measurements

The Company classifies its U.S. Treasury and equivalent securities as held-to-maturity in accordance with ASC Topic 320 “Investments — Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying balance sheet and adjusted for the amortization or accretion of premiums or discounts.

The following table presents the fair value hierarchy for assets and liabilities measured at fair value on a recurring basis as of September 30, 2021:

​

Level 1

Level 2

Level 3

Total

Assets:

​

​

​

​

​

​

​

​

​

​

​

​

Marketable securities held in brokerage account

​

$

232,313,494

​

$

—

​

$

—

​

$

232,313,494

Liabilities:

​

​

​

​

​

​

​

​

​

​

​

​

Public Warrants

​

$

8,280,000

​

$

—

​

$

—

​

$

8,280,000

Private Placement Warrants

​

​

—

​

​

—

​

​

21,894,000

​

​

21,894,000

Total liabilities

​

$

8,280,000

​

$

—

​

$

21,894,000

​

$

30,174,000

The Warrants are accounted for as liabilities pursuant to ASC 815-40 and are measured at fair value as of each reporting period. Changes in the fair value of the Warrants are recorded in the statement of operations each period.

The following table presents a summary of the changes in the fair value of the Private Placement Warrants, a Level 3 liability, measured on a recurring basis.

​	Private Warrant Liability
Balance at, January 1, 2021	​	$	14,685,000
Recognized gain (loss) on change in fair value	​	​	(3,738,000)
Fair value, March 31, 2021	​	​	10,947,000
Recognized gain (loss) on change in fair value	​	​	1,869,000
Fair value, June 30, 2021	​	​	12,816,000
Recognized gain on change in fair value	​	​	9,078,000
Fair value, September 30, 2021	​	$	21,894,000

The Private Placement Warrants were valued using a Least Squares Monte Carlo Model, which is considered to be a Level 3 fair value measurement. As the path-dependent nature of the redemption provisions does not apply to the Private Placement warrants, the Company estimated the fair value using a Least Square Monte Carlo Model framework with significant assumptions including the price of the Company’s ordinary shares, risk-free rate, volatility, and term to the Company’s initial business combination. There were no transfers out of Level 3 during the three and nine months ended September 30, 2021.

F-43

The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates:

​	As of December 31, 2020			As of September 30, 2021
Exercise price	​	$	11.50	​	$	11.50
IPO price	​	$	10.00	​	$	10.00
Implied share price range (or underlying asset price at December 31, 2020)	​	$	10.12	​	$	8.69
Volatility	​	​	21%	​	​	80%
Term	​	​	5.7	​	​	5.07
Risk-free rate	​	​	0.46%	​	​	0.99%
Dividend yield	​	​	0%	​	​	0%

Note 11 — Subsequent Events

The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the condensed financial statements were issued. Based upon this review, except as noted below and other than the restatement discussed in Note 2, the Company did not identify any subsequent events that has not been disclosed in the condensed financial statements.

Proposed Business Combination

On December 13, 2021, the Company, Spring Valley Merger Sub, LLC, an Oregon limited liability company (“Merger Sub”), and NuScale Power, LLC, an Oregon limited liability company (the “NuScale”), entered into an agreement and plan of merger (the “Merger Agreement”), pursuant to which, subject to obtaining the Acquiror Stockholder Approvals (as defined in the Merger Agreement), (i) Spring Valley shall domesticate as a corporation in the State of Delaware (the “Redomicile”) and (ii) Merger Sub will be merged with and into NuScale (the “Merger,” together with the other transactions related thereto, the “Proposed Transactions”), with NuScale being the surviving entity following the Merger (the “Surviving Company”). Following the Merger, Spring Valley will be renamed NuScale Power Corporation and is expected to trade on The Nasdaq Stock Market LLC under the ticker “SMR”. After the closing of the Merger (such closing, the “Closing” and such date, the “Closing Date”), NuScale, as the Surviving Company, will continue to be held as a wholly controlled subsidiary of NuScale Power Corporation in a customary “Up-C” holding structure.

Refer to the Form 8-K, as filed with the Securities and Exchange Commission on December 14, 2021 for additional information.

F-44

Report of Independent Registered Public Accounting Firm

To the Board of Managers of NuScale Power, LLC:

Opinion on the Financial Statements

We have audited the accompanying balance sheets of NuScale Power, LLC (the Company) as of December 31, 2020 and 2019, the related statements of operations, mezzanine equity and members’ equity and cash flows for the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2020 and 2019, and the results of its operations and its cash flows for the years then ended, in conformity with U.S. generally accepted accounting principles.

The Company’s Ability to Continue as a Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has recurring losses from operations, has negative operating cash flows, and has stated that substantial doubt exists about the Company’s ability to continue as a going concern. Management’s evaluation of the events and conditions and management’s plans regarding these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our opinion is not modified with respect to this matter.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion

/s/ Ernst & Young LLP

We have served as the Company’s auditor since 2018.

Portland, Oregon
January 7, 2022

F-45

NuScale Power, LLC

Balance Sheet

(in thousands)	December 31, 2020			December 31, 2019
Assets
Current assets	​	​	​	​	​	​
Cash and cash equivalents	​	$	4,864	​	$	17,131
Prepaid expenses	​	​	3,976	​	​	3,308
Accounts receivable	​	​	2,790	​	​	20,832
Total current assets	​	​	11,630	​	​	41,271
Noncurrent assets	​	​	​	​	​	​
Property, plant and equipment, net	​	​	5,025	​	​	3,108
In-process research and development	​	​	16,900	​	​	16,900
Intangible assets, net	​	​	1,413	​	​	1,591
Goodwill	​	​	8,255	​	​	8,255
Other assets	​	​	3,834	​	​	4,568
Total assets	​	$	47,057	​	$	75,693
Liabilities
Current liabilities	​	​	​	​	​	​
Accounts payable and accrued expenses	​	$	16,700	​	$	11,100
Accrued compensation	​	​	4,993	​	​	8,924
Convertible note payable	​	​	13,621	​	​	13,213
Notes payable	​	​	20,293	​	​	—
Deferred DOE cost share	​	​	13,358	​	​	—
Other accrued liabilities	​	​	1,579	​	​	1,429
Total current liabilities	​	​	70,544	​	​	34,666
Noncurrent liabilities	​	​	3,245	​	​	2,186
Deferred revenue	​	​	267	​	​	43
Total liabilities	​	​	74,056	​	​	36,895
Mezzanine equity	​	​	2,140	​	​	2,140
Equity	​	​	​	​	​	​
Members’ equity	​	​	​	​	​	​
Convertible preferred units	​	​	629,089	​	​	610,211
Common units	​	​	20,899	​	​	17,187
Accumulated deficit	​	​	(679,127)	​	​	(590,740)
Total members’ equity	​	​	(29,139)	​	​	36,658
Total liabilities, mezzanine equity and members’ equity	​	$	47,057	​	$	75,693

The accompanying notes are an integral part of these financial statements.

F-46

NuScale Power, LLC

Statements of Operations

(in thousands)	Year Ended December 31,
	2020			2019
Revenue	​	$	600	​	$	373
Cost of sales	​	​	(355)	​	​	(321)
Gross margin	​	​	245	​	​	52
Other operating expenses	​	​	​	​	​	​
Research and development	​	​	95,267	​	​	62,553
General and administrative	​	​	37,176	​	​	38,845
Other	​	​	26,645	​	​	26,288
Loss from operations	​	​	(158,843)	​	​	(127,634)
Department of Energy cost share	​	​	71,109	​	​	56,699
Interest expense	​	​	(653)	​	​	(172)
Net loss	​	$	(88,387)	​	$	(71,107)

The accompanying notes are an integral part of these financial statements.

F-47

NuScale Power, LLC

Statements of Mezzanine Equity and Members’ Equity
Years Ended December 31, 2020 and 2019

​

​

​

​

​

​

Members’ Equity

​

Mezzanine Equity

Convertible Preferred Units

Common Units

Accumulated Deficit

Total Members’ Equity

Units

Amount

Units

Amount

Units

Amount

Balances at December 31, 2018

​

6,000

​

$

2,140

​

484,200

​

$

533,602

​

4,159

​

$

12,954

​

$

(519,633)

​

$

26,923

Sale of convertible preferred units

​

—

​

​

—

​

48,302

​

​

75,995

​

—

​

​

—

​

​

—

​

​

75,995

Issuance of convertible preferred units

​

—

​

​

—

​

386

​

​

614

​

—

​

​

—

​

​

—

​

​

614

Exercise of common unit options

​

—

​

​

—

​

—

​

​

—

​

1,283

​

​

196

​

​

—

​

​

196

Equity-based compensation expense

​

—

​

​

—

​

—

​

​

—

​

—

​

​

4,037

​

​

—

​

​

4,037

Net loss

​

—

​

​

—

​

—

​

​

—

​

—

​

​

—

​

​

(71,107)

​

​

(71,107)

Balances at December 31, 2019

​

6,000

​

$

2,140

​

532,888

​

$

610,211

​

5,442

​

$

17,187

​

$

(590,740)

​

$

36,658

Sale of convertible preferred units

​

—

​

​

—

​

9,635

​

​

18,500

​

—

​

​

—

​

​

—

​

​

18,500

Issuance of convertible preferred units

​

—

​

​

—

​

206

​

​

378

​

—

​

​

—

​

​

—

​

​

378

Exercise of common unit options

​

—

​

​

—

​

—

​

​

—

​

105

​

​

43

​

​

—

​

​

43

Repurchase of common units

​

—

​

​

—

​

—

​

​

—

​

(55)

​

​

(49)

​

​

—

​

​

(49)

Equity-based compensation expense

​

—

​

​

—

​

—

​

​

—

​

—

​

​

3,718

​

​

—

​

​

3,718

Net loss

​

—

​

​

—

​

—

​

​

—

​

—

​

​

—

​

​

(88,387)

​

​

(88,387)

Balances at December 31, 2020

​

6,000

​

$

2,140

​

542,729

​

$

629,089

​

5,492

​

$

20,899

​

$

(679,127)

​

$

(29,139)

The accompanying notes are an integral part of these financial statements.

F-48

NuScale Power, LLC

Statements of Cash Flows
Years Ended December 31, 2020 and 2019

(in thousands)	Year Ended December 31,
	2020			2019
Operating Cash Flow	​	​	​	​	​	​
Net loss	​	$	(88,387)	​	$	(71,107)
Adjustments to reconcile net loss to operating cash flow:	​	​	​	​	​	​
Depreciation	​	​	1,900	​	​	2,430
Amortization of intangibles	​	​	178	​	​	177
Equity-based compensation expense	​	​	3,718	​	​	4,037
Accrued interest	​	​	701	​	​	395
Loss on disposal of property, plant and equipment	​	​	—	​	​	20
Net noncash change in right of use assets and lease liabilities	​	​	1,486	​	​	1,594
Changes in assets and liabilities:	​	​	​	​	​	​
Prepaid expenses and other assets	​	​	(462)	​	​	(1,861)
Accounts receivable	​	​	18,042	​	​	(2,722)
Accounts payable and accrued expenses	​	​	6,493	​	​	1,167
Lease liability	​	​	(1,594)	​	​	(1,546)
Deferred DOE cost share	​	​	13,358	​	​	—
Deferred revenue	​	​	224	​	​	42
Accrued compensation	​	​	(2,892)	​	​	962
Net cash used in operating activities	​	​	(47,235)	​	​	(66,412)
Investing Cash Flow	​	​	​	​	​	​
Purchases of property, plant and equipment	​	​	(3,526)	​	​	(1,076)
Net cash used in investing activities	​	​	(3,526)	​	​	(1,076)